Goldysne Tech No Serve Annual Report 08-09

Creating our own

WayCreating our own

Way

Annual Report 2008-09Glodyne Technoserve Limited

To serve the world

CONTENT

Letter to Shareholders

Board @ Glodyne

Results @ Glance

Building an empowered Nation

Directors’ Report

Corporate Governance Report

Management Discussion & Analysis

Consolidated Financial Statements

Standalone Financials Statements

Statement under section 212 of the Companies Act, 1956

- Auditors’ Report

- Balance Sheet

- Profit & Loss Account

- Cash Flow Statement

- Schedules

- Notes to Accounts

02

04

07

11

17

24

37

43

44

45

46

47

53

65

87

Glodyne Technoserve Limited Annual Report 2008 - 2009 02

Dear Shareholders,

Sound growth despite difficult global economic conditions

Expansion in established business

I have pleasure in sharing my thoughts on Glodyne with my co-owners.

The economic slowdown, which was initially experienced by individual markets, spread across the globe during the second half

of 2009 and was also affecting emerging markets such as India. On balance, the entire global economy lost considerable

momentum. Nevertheless, demand for Glodyne’s Services remained strong in both the domestic and US market. This was

reflected in the pleasing results, which significantly outperformed the IT sector in India. We considerably expanded and

strategically strengthened our business activities in the Technology Infrastructure Managed Services (Technology IMS).

Enhancement in the strategic direction, business development re-engineering and implementation of the operating

programmes enabled us to achieve our goals for the year.

We performed significantly better than the rest of the industry, increasing our Revenue by 63 % to INR 5010.23 million. With the

realignment of business development we bagged 43 new clients in the entire year despite the increasingly recessionary

environment. Operating EBITDA was up by 86% to INR 1050 million, while the operating margin for the entire year rose to

20.96 %. We surpassed our performance target for the year and this success is reflected in both, the top line and bottom line.

Glodyne is primarily in the business of Technology IMS Services, focused on optimizing the operational expense of our clients,

a core expense they can’t do away with unlike other capex intensive initiatives which could go slow in case of a slowdown.

During the reporting year, we significantly improved our position in the Technology IMS segment. Revenue from the segment

contributed 78% of the total revenues, up 65% over the previous year IMS revenue. These figures are in line with our strategy to

build a Global Technology IMS Company. The two acquisitions we made in FY 08 and FY 07 have shown results and have led to

the traction of remote services. Closer home, the opportunity is no less strong. In a study by a leading research agency, more

than 60 per cent of Indian companies are looking at Technology IMS to improve cost efficiencies.

As per our strategy, we would continue investing in our Tech Center to deliver Technology IMS services through a hybrid Onsite

/ Remote model. With our remote services, we are able to offer faster resolution at reduced cost, in most of the cases it is 30-

40% reduction, creating a win-win situation for the client as well as for us. We have experienced acceptance of the services

within the US clients and have been able to expand our services base; however it’s just the beginning and we have a long way to

go. As per the FY 09 results 25% of our business comes from US clients, we believe we would successfully expand our

Technology IMS services in US through a hybrid Onsite- Remote delivery in this downturn when cost optimization is the need of

the hour. We see the slowdown as an opportunity as we believe that Companies will do more of outsourcing of their

Infrastructure management to optimize their operational costs.

Letter to shareholdersLetter to shareholders

E-Shakti project – NREGS implementation in Bihar

Committed to “Client First” Approach

Outlook for 2010

Chairman and Managing Director

Glodyne, through its subsidiary Smaarftech Technologies has partnered with the Rural Development Department of the

Government of Bihar for implementing and managing the National Rural Employment Guarantee Scheme (NREGS) project in

Bihar, named ‘e-shakti’. It was launched on 24th February 2009, at the hands of the Hon. Chief Minister of Bihar, Mr. Nitish

Kumar at Patna. The NREGS scheme, an initiative of Govt of India, guarantees 100 days of employment in a financial year to

below the poverty line household. ‘e-shakti’ is a 5 year BOOT project which would generate more than Rs. 284 crore in revenues

for the Company and has the potential not only to generate more employment directly and indirectly, but also to transform rural

economic and social relations at many levels. Glodyne is responsible for the project implementation, management and

maintenance. The Company is focusing on similar initiatives in the e-governance space in other states.

Glodyne’s focus is on total quality while delivering IT services to its customers which is reflective in its stringent adherence to

various quality and security standards for its operations. In continuation with our process and quality driven approach, we have

been accredited with the ISO 27001 and CMMI Level 3 Certification this year. The ISO 27001 certification proves our

operational maturity and unrelenting commitment to safeguarding the trust that our clients and other stakeholders place on us.

With the security certification the robustness of our information security practices is proved, which would boost customer

confidence.

The Company was named winner in the Deloitte Technology Fast 500 Asia Pacific 2008 Program and Deloitte Technology Fast

50 India 2008 Program. The Company has earlier bagged these awards in 2007, 2006 and 2005, on basis of a strong growth

performance year on year. The Company was super ranked 32 among the Top 1000 Corporate Giants in India, by Business

Standard.

Our business is now driven by strong and evolving technology practices, client focus and efficiency. As a result of measures to

increase productivity and profitability as part of our business operating system, we have been successful in enhancing our

operating margins year on year. To meet the growth and profitability targets, our employees work in line with clearly defined

corporate values. These form the basis for our corporate culture which fosters a profit and client-oriented approach.

Information Technology Services have traditionally played a critical role in the growth of the Indian economy- the fundamentals

of which remains structurally strong even amid the current international economic crisis. The very high level of volatility in the

currency markets and a challenging economic environment posed new challenges in 2009. We have therefore enhanced the

effectiveness of our risk management strategy. Glodyne is committed to deliver its clients quality services enabling them to

improve their business efficiencies and productivities.

We continue to pursue our expansion strategy through inorganic growth and are strategically looking out for acquisition of

companies related to our core Technology IMS business. These must offer leading-edge technology and be in a position to

benefit from our hybrid Onsite / Remote delivery strengths. Glodyne is able to use its strengths, such as its extensive expertise

in technology infrastructure management, remote delivery capabilities, skilled and specialized manpower, to maximise the

growth potential offered by such companies.

I am very grateful to all our shareholders, for their loyalty and confidence in our company and its management team. We will

make every effort to continue justifying this loyalty and confidence.

Annand Sarnaaik

03 Glodyne Technoserve Limited Annual Report 2008 - 2009

Letter to shareholdersLetter to shareholders

04

Annand SarnaaikChairman and Managing Director

Annand is the founder promoter and

has led Glodyne since inception. Then

a 2 c r o r e s t a r t u p , G l o d y n e

Technoserve Limited is today more

than 500 crore revenue IT Services

organization with presence in India and

US. Annand strongly believes that a

team of highly motivated people are

capable of extraordinary things. He

has built Glodyne on the basic principle

o f de l i ve r i ng va lues beyond

expectation, which has been the force

behind Glodyne’s business success.

Annand is a BE (Electronics and

Telecom) and MBA from Jamnalal

Bajaj Institute of Management. He has

overall experience of more than 18

years in the field of IT. Annand takes a

personal interest in developing teams

and leaders and invests significant

t ime in Glodyne’s leadership

development programs.

Divvyani A. SarnaaikExecutive Director

Divvyani is the co-founder and an

Executive Director at Glodyne. She

oversees all the operating business

units of the Company and is part of the

strategy planning team. She manages

the overall operations and is

responsible for customer value

creation. Being a strong advocate of

customer centricity, Divvyani has led

the Glodyne team to develop customer

focused services, methodologies and

solutions and is focused on increasing

competitiveness, enhancing employee

engagement and increasing the depth

of IT services offerings. She has been

instrumental is setting and defining the

process and quality orientation for

Glodyne's Technology IMS business.

Divvyani holds an MBA in finance from

Mumbai University and has more than

18 years of experience in Technology,

Operations and Finance.

Ved Prakash Arya Director

Ved Prakash Arya has serves as an

Independent Director on the Board. He

is the founder of Milestone Capital

Advisors, an Asset Management

Company which invests in private

equity, real estate development and

real estate yield driven projects in

India. Prior to starting milestone in

2007, he was the Chief Operating

Off icer (COO) and Director -

Operations for Pantaloon Retail (India)

Limited. He has also been the driving

force behind setting Pantaloon

Group’s Real Estate Venture Fund,

Kshitij & Horizon. Ved is also the

founder Director of RAI (Retailers

Association of India). He holds a

bachelor degree in engineering and is

an MBA from IIM, Ahmedabad. He also

is a graduate of the Advanced

Management Program at Harvard

University Business School.

Glodyne Technoserve Limited Annual Report 2008 - 2009

Board @ GlodyneBoard @ Glodyne

05

Dhiren B. KotharyDirector

Dhiren Kothary serves as an

Independent Director on the Board. Mr.

Dhiren Kothary is the promoter director

of Quest Profin Advisors Private which

was established in 1994. The

Company provides corporate advisory

and corporate finance services. Dhiren

is also the principal partner in M/s D.

Kothary & Co. He is a Chartered

Accountant by profession and his

experience spans more than two

decades in the field of taxation,

financial and corporate advisory

services across many sectors namely

Retail, Technology, Manufacturing and

Services. Mr. Dhiren Kothary is

regarded as an income-tax expert and

has cont r ibuted to the book

“Commentary on Income Tax” penned

by the reputed tax advocate late D. M.

Harish in 1995.

Avtar Saini Director

Avtar is the former director for Intel's

South Asia division. He started the

India engineering operations which

worked on various technologies and

products spanning from IT operations

t o n e t w o r k i n g s o f t w a r e t o

microprocessor design. At Intel, Avtar

co-led the development of the Pentium

processor and was responsible for the

first phase development of Intel's 64-

bit architecture - The Itanium

Processor. He is an internationally

renowned microprocessor designer

and developer. He was awarded 7 U.S.

patents for his work in microprocessor

design. Avtar works with US based

technology startup companies to build,

grow and operate their India

operations. Avtar holds a BE in

Electrical Engineering from University

of Bombay and a Masters in Electrical

Engineering from the University of

Minnesota.

Krishnamurthy YemmanurDirector

Mr. Krishnamurthy Yemmanur serves

as as Independent Director on the

Board. He is a Banking veteran and

has served Reserve Bank of India for

more than 40 years and has rich and

varied experience in NRI investment in

India, foreign collaboration, matters

relating to Import & Export and

External Commercial Borrowing

inspection of Commercial Banks and

Local Area Banks. He took active part

in deployment of credit for rural area

and flow of credit to priority sectors and

was also convener of SLIC Meetings

(State Level Inter Institutional

Committee) chaired by the Principle

Secretary, Industries and Commerce,

Govt. of A.P. Mr. Yemmanur holds a

Bachelors Degree in Commerce and is

a C.A.I.I.B.


Board @ GlodyneBoard @ Glodyne

Results @ Glance

Snapshot of last 5 Years

FY 08 - 09 FY 07 - 08 FY 06 - 07 FY 05 - 06 FY 04 - 05

FY 08 - 09 FY 07 - 08 FY 06 - 07 FY 05 - 06 FY 04 - 05

1,087.76

-

1,882.99

2,970.75

615.82

139.37

0.23

755.42

1,106.87

212.50

894.37

207.73

1,102.10

138.07

0.01

2,981.49

495.50

2,485.99

2,970.75

757.67

-

415.30

1,172.97

551.82

83.31

0.19

635.32

809.91

107.68

702.23

254.31

956.54

138.07

0.01

1,126.89

413.22

713.67

1,172.97

8,666.44

89.98

8,756.42

361.08

7,296.77

7,657.85

1,098.57

115.45

983.12

109.08

874.04

128.41

745.63

0.04

745.59

6,855.47

1.75

6,857.22

131.93

6,023.67

6,155.60

701.62

61.25

640.37

38.75

601.62

88.03

513.59

0.04

513.55

16,780.43

29.54

16,809.97

1,737.92

12,438.08

14,176.00

2,633.97

104.31

2,529.66

252.41

2,277.25

268.70

2,008.55

0.06

2,008.49

30,785.83

5.35

30,791.18

3,525.69

21,627.41

25,153.10

5,638.08

410.65

5,227.43

492.98

4,734.45

673.25

4,061.20

0.02

4,061.18

50,102.34

1,005.79

51,108.13

5,960.27

33,641.88

39,602.15

11,505.98

764.68

10,741.30

933.30

9,808.00

2,023.28

7,784.72

4.75

7,779.97

1,087.76

-

3,735.64

4,823.40

1,114.98

228.60

0.29

1,343.87

2,082.20

464.91

1,617.29

76.20

1,693.49

2,204.86

0.01

5,578.75

3,309.84

2,268.91

4,823.40

1,087.76

89.12

7,561.51

8,738.39

3,386.90

402.84

93.31

3,883.05

4,157.85

1,074.48

3,083.37

206.20

3,289.57

3,367.34

0.01

7,342.67

1,378.15

5,964.52

8,738.39

1,110.92

-

15,008.38

16,119.30

8,806.83

548.27

173.01

9,528.11

7,113.89

2,147.22

4,966.67

5,500.35

10,467.02

3,367.34

0.01

18,163.72

6,350.68

11,813.04

16,119.30

37.3470.50 18.46 8.24 6.78


Operating, Admin & other Expenses

Employee Costs

Total Expenses

Rs.

Results @ GlanceResults @ Glance

Rs. in Lakhs

Rs. in Lakhs


6855.47

8666.44

16780.43

30785.83

50102.34

04-05 05-06 06-07 07-08 08-09

Revenue from Operations

04-05 05-06 06-07 07-08 08-09

513.55

745.59

2008.49

4061.18

7779.97

PAT

04-05 05-06 06-07 07-08 08-09

EBIDTA

699.871008.59

2604.43

5632.73

10500.19

04-05 05-06 06-07 07-08 08-09

Dividend( Including Dividend Tax )

107.09124.04

152.72154.70

550.47

FY

Rs.

in L

akhs

FY

Rs. in

La

kh

s

FY

Rs.

in L

akhs

FY

Rs. in

La

kh

s



04-05 05-06 06-07 07-08 08-09

EBIDTA / Revenue

04-05 05-06 06-07 07-08 08-09

PAT/Revenue

04-05 05-06 06-07 07-08 08-09

Book Value Per Share

15.48

27.31

44.34

80.33

145.10

10.22%

11.64%

15.52%

18.30%

20.96%

7.49%8.51%

11.95%

13.19%

15.22%

04-05 05-06 06-07 07-08 08-09

EPS

6.788.24

18.46

37.34

70.50

FY

Rs.

Rs.

FY

FY

FY


Building an empowered Nation

11

They are signs, factors, and engines of tomorrow's society and beyond the fascination that they exercise on their present

users, the various manifestations of ICT can become privileged means for meeting the challenges of a society in mutation. To

play this determining role, ICT needs to be considered, despite its complexity and the technological progress it represents, as

a simple tool at the service of "people." In the post liberalization era governments across the country have been engaged in

improving internal efficiencies, responsiveness, coordination and integration between various government departments and

external agencies, citizens and businesses. The global trends also point out to the emergence of e-Government revolution

after the Internet and ecommerce revolutions.

Building an empowered NationBuilding an empowered Nation

How important is access to Information Technology? A World Bank report

of 2008, found a very high correlation between the rate of technology

progress and income growth. According to that report, “Technological

progress distinguishes fast-growing developing economies and slow

growing ones." It also distinguishes economies that have made great

strides in reducing poverty and those that have been less successful.

Relations between citizens and public administrations and institutions, in

rural or urban contexts, at the local or the world scale, have been modified

by the development of information and communication technology (ICT).

�Degree of efficiency and transparency demonstrated in citizen services.

�Extent of reduction in cost and improvement of convenience for citizens.

�Extent of reengineering and improvement of back-end services.

�Extent of Integration of backend processes with front-end.

�Degree of employee involvement and change management.

�Amenability for PPP arrangement.

�Strength of PPP arrangement in the service delivery.

�Technological robustness of the project.

At Glodyne, we share the belief that Information Technology can have a dramatic positive effect on people's lives. We also

believe that one of the best ways to accelerate the speed of technology adoption is through close partnerships between the

public sector and the private sector. There are important sectors like education, healthcare, and rural insurance where

technology can enable faster reach and efficient service to the people. Technology would play a critical role in the

empowerment of the people of India and lead to an inclusive growth.

With the realisation of e-Governance projects in India, the time has come to

review the role of the public sector as well as private sector to speed up the

process of implementation of different projects related to e-Governance.

Public-private partnerships (PPP) make it possible to multiply the impact

that a single organisation or company could hope to achieve working alone.

These partnerships combine public sector organisation's knowledge of

local communities with private company's technical expertise and

implementation experience. As a result, PPP can develop and deploy

relevant and effective Information Technology solutions that solve specific

challenges with much greater speed. ICT are being increasingly used by

the governments to deliver its services at the locations convenient to the citizens. Some e-Governance projects have

attempted to adopt these technologies to improve the reach, enhance the base, minimize the processing costs, increase

transparency, and reduce the cycle time. Following are the major factors responsible for successful implementation and

sustenance of ICT projects for social development:


The e- Shakti card will serve as an Identity Card for the beneficiary. The card has multiple possible expanded applications in

addition to the use as a NREGS card. These include Voter id, PDS, Microcredit, State Insurance, Ration Card, Driver license,

ATM card, Bank Account/ e-Pass Book, Social Security/Pension Card, Pan Card, Post Office Account among other uses.

Glodyne has partnered with the Rural Development Department of the

Government of Bihar in implementing and managing the National Rural

Employment Guarantee Scheme (NREGS) project in Bihar. The launch of th

the NREGS scheme took place on 24 February, 2009, at the hands of the

Hon. Chief Minister of Bihar, Mr. Nitish Kumar at Naubatpur, Patna. The

NREGS scheme, an initiative of Govt of India, guarantees 100 days of

employment in a financial year to below the poverty line household. The

uniqueness of the scheme is that it treats employment as a right and the

programme is intended to be demand-driven.

Bihar is the first state in the country to have launched the Scheme in the entire state through e-shakti project, which is

completely technology driven. Smaarftech Technologies (a subsidiary of Glodyne Technoserve Limited) is implementing the

e-shakti Project. It is responsible for the project implementation, management and maintenance. A datacenter has been

setup, data collection drive is an ongoing process, de-duplication of data is being done using technology, a call center is being

set up, are some the activities related to the project.

The e-Shakti project seeks to bring in contactless smart cards to workers registered with NREGS for their wage

National Rural Employment Guarantee Scheme - e-Shakti ProjectsNational Rural Employment Guarantee Scheme - e-Shakti Projects

12

Governments need an “innovation agenda” that involves IT and not an “IT Agenda” - Mckinsey Global

Institute.

Glodyne believes that appropriate use of IT in governance will lead to the true empowerment for the people of the country. The

company would continue to partner in various e-governance initiatives across sectors in the country. Glodyne has the required

resources, expertise and experience to leverage technology in governance. E-shakti is the first step to a long fulfilling journey

for Glodyne.

e- Shakti cards usher simplicity and transparency for workers

A call center is being set up for the e-Shakti project to facilitate any

information seeking, grievance or complaint from any part of the state. It will

have a toll free number.

With e-shakti the processes of registration, receipts, job demand, muster

rolls, works, attendance, calculation and disbursement of wages will been

digitalized saving all the paperwork and complexity giving the rightful

benefit to the card holders. Technology is being used for empowerment and

enrichment of the rural households of the state.


disbursement, identification, and a host of other service features. The

project has the potential not only to generate more employment directly and

indirectly, but also to transform rural economic and social relations at many

levels.

The e-shakti card is a personalized card with laser engraved photograph,

biometric data and particulars of the card owner. It has a unique NREGS

identity number. It contains all relevant data of the member in an electronic

form. The Smart Card will remain in possession of the member. It is

important because it will have the registration number of the card owner.

Services @ Glodyne

Technology Managed Services

A) Technology Infrastructure Managed Services (Technology IMS)

Technology IMS - Do more with less

IT operations are moving centre-stage and in many organizations the transition is already complete. Dependency of

businesses on technology to become competitive has made it a necessary investment rather than a cost to keep clean back

offices. At the same time, a strong technology focus for last three decades has led to a increasingly complex IT systems with

host of business applications that if not maintained can lead to operational bottlenecks. Complex IT systems demand more

resources to maintain existing service levels and thus become less responsive to the business. Glodyne provides quality

Technology Infrastructure Management Services (Technology IMS) to achieve a more efficient, agile and cost-effective IT

infrastructure.

Technology IMS division’s strategy is to enable organizations to rebalance IT investment portfolios, run their businesses more

cost effectively and free resources for business growth. Our offerings cover the entire technology business processes

management services. Glodyne’s Technology IMS Services provides the right tools and the right structure and processes,

enabling IT to move up the management maturity scale and deliver more and more value.

Our Remote management services allow 24x7 remote monitoring, management and fault diagnosis/correction for networked

systems such as switches, routers, security appliances, servers and desktops. Glodyne delivers its infrastructure management

services through a Tech Center in Mumbai, India with Onsite presence the US and domestic market. Glodyne is equipped with

tools to handle and monitor to perform basic event correlation and vulnerability management (proactive monitoring and solving)

functions. This ensures localization of management traffic of customers to the respective Onsite locations, resulting in valuable

savings on bandwidth. Our Tech Center set-up has helped in faster root cause analysis and in prioritizing problems based on

business impact. With our remote services our clients enjoy a faster response and resolution time while reducing the cost.

14

Technology IMS

Security & Storage Management

Network Management

Desktop Management

Server Management

Application Management

Database Management


Services @ GlodyneServices @ Glodyne

Glodyne’s Remote IMS enables you to :

B) Technology Application Managed Services (Technology AMS)

Technology Managed Services ~ Value Proposition

�Address the labor cost which is the largest addressable cost in infrastructure management.

�Use lean techniques resulting in significant productivity improvements.

�Simplification of IT management and governance tools.

�Increased transparency and proactive reporting.

Glodyne’s Technology Application Managed Services relieve the customer of the burden of capital investment in IT

Infrastructure. Technology AMS provides the entire IT Infrastructure to the customer as a completely managed service thereby

introducing the concept of ‘benefit delivery’. Glodyne’s Technology AMS provides shared infrastructure resources to the

customer on a pay-by-use model which brings in the obvious benefits like shielding from Infrastructure obsolescence,

continuous application upgrades, centralized infrastructure management and a rapid implementation methodology.

Technology AMS converts the high Capital Investment in IT Infrastructure into a need based revenue expense.

The centralized deployment of Infrastructure allows Glodyne to apportion its capital expense across several customers and

bringing in the benefits of scale. The business model brings in a better customer satisfaction and a long term commitment

thereby ensuring a predictable, steady and continuous revenue stream for the organisation.

Glodyne has been building its offerings in the Technology AMS for the Human Resource Management domain. In the year

2009 the Company launched its services –”Peoplepower” to cater to the untapped desire of millions of small and mid-sized

companies to own the best-of-breed HR Services for their employees.

Glodyne has Deep Relevant Technology Managed Services Experience which:

Help clients to focus on the core business areas.

Enable alignment of Business goals and IT.

Increased productivity while simplifying IT operations.

Enhanced performance and operational efficiencies.

Considerable operational cost reductions and improved service levels to end-users.

Access to a large pool of Cross Skilled Infrastructure Consultants with wide range of experience spanning across

Infrastructure technologies.

Quality as Glodyne is the Technology Managed Services specialist.

Refined processes for enhanced service levels. Glodyne is an ISO 27001 & ISO 9001 Company and CMMI Certified.

Best practices as Glodyne works with multiple enterprises leading to a cross-pollination of ideas, learning and best

practices.

�

�

�

�

�

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Services @ GlodyneServices @ Glodyne

Statutory Reports

17Glodyne Technoserve Limited Annual Report 2008 - 2009

Directors’ Report

To,

The Members ofGlodyne Technoserve Limited

Your Directors have pleasure in presenting the Twelfth Annual Report, together with the Audited Accounts for thefinancial year ended March 31, 2009.

CONSOLIDATED FINANCIAL RESULTS:

Particulars Year Ended Year EndedMarch 31, 2009 March 31, 2008

(Rs. In Million) (Rs. In Million)

Total Income 5,110.81 3,079.12

Profit / (Loss) Before Taxes 980.80 473.44

Less: Provision for Income Tax (net off short / (excess)

provision for earlier years) 184.39 49.05

Less: Provision for deferred tax / wealth Tax / fringe benefit tax 17.94 18.27

Profit / (Loss) After Taxes 778.47 406.12

Less: Transfer to Minority Interest 0.48 9.30

Add: Balance brought forward from previous year 652.37 279.42

Less: Transfer from Debenture Redemption Reserve — 4.20

Profit available for Appropriation 1,430.36 680.44

Less: Transfer to General Reserve 73.75 8.41

Less: Proposed Dividend @ 42% 47.05 13.22

Less: Provision for Tax on Dividend 7.99 2.25

Less: Transferred to Debenture Redemption Reserve — 4.20

Balance carried to Balance Sheet 1,301.16 652.37

DIVIDEND:

The Company’s performance during the year has been impressive. The Company was able to grow its top line andbottom line. Considering the healthy mix of reward to the shareholders and the need for augmenting resources forCompany’s expansion plans, Your Directors recommend for your approval a dividend @42% i.e. Rs. 4.2 per equityshare of Rs. 10 each (Previous year Rs. 1.20). The dividend amount will absorb a total Rs. 55.05 million includingcorporate tax on dividend.

OPERATIONS:

The year under review was a year of turbulence for the world economy. However, your Company has been able to growits business despite of the recession. Since your Company operates on the Operational Expenditure (non discretionary)spend of its Clients, the revenue flows were not impacted. Further, Company’s business also comprises of revenuesmostly from Indian geography, which were not as severely affected by recession as other countries. During the yearunder review, your Company recorded a growth of 63% over the previous year’s revenues. The Company earned a totalincome of Rs. 5110.81 million as compared to last years Rs. 3079.12 Million. The Earnings before Interest, Tax,Depreciation and Adjustments (EBITDA) stood at Rs. 1050.02 million as compared to last years Rs. 563.27 Million,recording a growth of 86.42%. The Company’s profit after tax stood at Rs. 778.47 Million as compared to previous year’sRs. 406.12 Million, recording a growth of 91.68 %.

NREGS PROJECT

During the year the Company started executing a large scale project for Technology Management. The said Projectcalled “e Shakti” is for implementation of technology rollout under the National Rural Employment Guarantee Scheme(NREGS) in the State of Bihar. The Project is a 5 year contract for set up and management of the Technology Infrastructureon a Built Own Operate & Transfer (BOOT) model. The said project is being implemented thru a newly formed subsidiary


of your Company viz. Smaarftech Technologies Private Limited. The Project is an achievement for your Company; ase Governance projects / BOOT projects was one of the focus areas of your Company as outlined last year.

As the NREG Scheme is one of the flagship and socially important scheme of the Central Government, gaining experiencein the implementation of such Project, would help the Company establish its credentials. The Company will endeavorand is working towards getting few more large scale e governance projects. Such projects would add up to predictabilityin the business of the Company.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company,Mr. Ved Prakash Arya & Mr. Avtar Saini will be retiring by rotation at the ensuing Annual General Meeting.

Due to other pre occupancies and work assignments, Mr. Ved Prakash Arya & Mr. Avtar Saini, have expressed theirinability to offer themselves for re-appointment. Your directors put on record the contribution made by the both thesedirectors to the Company.

Shareholders attention is drawn to the relevant items appearing in the Notice of the A.G.M. and the explanatory statement,seeking the approval of the members in this matter.

BONUS ISSUE OF SHARES

With a view to reward our shareholders, Your Directors are pleased to recommend issue of bonus shares in the ratio of1:1, i.e. one additional equity share of Rs. 10/- each for every one existing equity share of Rs. 10/- each held by themembers on the date to be fixed by the Board in the forth coming Extra Ordinary General Meeting of the Companyscheduled to be held on 12th August, 2009, by capitalizing the amount standing to the Share Premium Account & Profitand Loss Account for the year ended March 31, 2009.

In accordance with the Employee Stock Option Scheme 2006 (ESOS 2006), the holders of the employees stock optionsunder the Employees Stock Option Scheme 2006 of the Company shall be given benefit of this Bonus issue by makingnecessary adjustments by way of increase in number of shares and/or reduction in exercise price per share to beissued and allotted against exercise of options by them.

INCREASE IN SHARE CAPITAL

During the year under review, as per the approval granted by the members of the Company at the 11th Annual GeneralMeeting, Authorised Share Capital of the Company was increased from Rs. 15,00,00,000/- (Fifteen Crores Only) toRs. 25,00,00,000/- (Twenty Five Crores) divided in to 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each and50,00,000 (Fifty Lakh) Preference Shares of Rs. 10/- each.

During the year, the Company issued 231,599 equity shares of the face value of Rs. 10/- each on the exercise of StockOptions under the Employee Stock Option Scheme of the Company. Consequently the paid-up capital of the Companyhas been increased from 1,08,77,624 shares to 1,11,09,223 shares of Rs. 10/- each as of March 31, 2009.

In view of the proposed bonus issue, it is proposed to increase the present Authorised Share Capital of the Companyto Rs. 37,00,00,000/- (Thirty Seven Crore) divided into 3,20,00,000 (Three Crore Twenty Lakh) Equity Shares ofRs. 10/- each and 50,00,000 (Fifty Lakh) Preference Shares of Rs. 10/- each, by creation of 1,20,00,000 (One CroreTwenty Lakh) Equity Shares of Rs. 10/- each.

EMPLOYEES STOCK OPTION SCHEME

In accordance with the Employee Stock Option Scheme of the Company, a total number of 49,510 options were grantedduring the year by the Compensation Committee. The particulars required under the SEBI (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines, 1999 are annexed to and form part of this report. Noemployee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at thetime of grant.

CORPORATE GOVERNANCE

A separate section on Corporate Governance Report and a Certificate from the Company’s Statutory Auditors confirmingcompliance with the conditions of Corporate Governance by the Company as stipulated in Clause 49 of the ListingAgreement are annexed to and forming part of this report.

Directors’ Report


STATUTORY INFORMATIONS:CONSERVATION OF ENERGY, EFFORTS FOR EXPORT MARKET DEVELOPMENT, R & DACTIVITIES, FOREIGN EXCHANGE EARNINGS & OUTGO AND TECHNOLOGY ABSORPTION:

As required under Section 217(1) (e) of the Companies Act, 1956 and the rules made there under, the necessary detailsare given hereunder:

Conservation of Energy

Your Company’s business comprises of Technology IMS and Software Services and related activities. Hence theoperations do not have intense energy requirements. Therefore, there are no particulars required to be furnished inrespect of conservation of energy. However, at your Company’s offices and facilities various energy conservationmeasures are undertaken including use of technology equipments which make optimal use of energy resources, at allthe stages of its activities.

Export Market Development

Your Company’s organic subsidiary as well as the acquisitions done in overseas market has helped it grow its businessin foreign markets and earn foreign exchange thru exports. Due to serving increased number of clients from India, yourCompany has been able to earn foreign exchange. Your Company’s wholly owned subsidiaries, act as a marketing anddelivery arm of the Company to increase the export revenue and tap the overseas market.

Research & Development Activities

Your Company has been investing in the research and development activities in its business areas including specificareas like process changes for service delivery, up gradation / customization of the products / solutions offered by theCompany, version enhancements, security features to serve the Customers beyond their expectations. Anticipating andkeeping in line with the technology changes and accordingly taking measures to ensure that the Company benefits fromthem, the R& D activities are carried out by the Company.

Foreign Exchange Earnings and Outgo / Technology Absorption

During the year under review, the Company has earned Rs. 870.93 Million in foreign currency (Previous yearRs.377.32 Million) and has spent Rs. 0.27 Million (Previous year - Rs. 0.20 million).

The Company’s Technology Centres have achieved ISO 27001 Certification. Various technological advancements andchanges are absorbed by the Company through various systematic measures. The Company provides requisite trainingto employees on such technological advancements and provides newer technology and tools to the employees forapplying in the project execution.

DISCLOSURE OF PARTICULARS UNDER SECTION 217(2A):

The disclosure about the details of the employees drawing remuneration in excess of the limits specified under Section217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, during the yearunder review forms part of this report. The prescribed details of the employee are annexed to and form part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the accounts for the financial year ended March 31, 2009, the applicable accountingstandards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year under review and of the profit for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2009 on a going concernbasis.

Directors’ Report


SUBSIDIARY COMPANIES:

As on March 31, 2009, your Company has six subsidiary companies. The subsidiaries include Glodyne TechnoserveInc., Glodyne Technoserve East Inc., Front Office Technologies, Inc. Intercon Management Services Private Limited (nowknown as Glodyne Peoplepower Private Limited) and Glodyne Technoserve Singapore Pte Limited. The Company alsoformed a new subsidiary during the year viz. Smaarftech Technologies Private Limited as a Special Purpose Vehicle(SPV) for executing the NREGS Project.

As per section 212 of the Companies Act, 1956, the Company is required to attach the Directors’ Report, Balance Sheetand Profit and Loss Account of the subsidiaries to its Balance Sheet. Under Section 212 (8) of the Companies Act, 1956,the Central Government has the power to grant exemption from this requirement. The Company made necessaryapplication to the Central Government, as the Company presents the audited consolidated accounts of the Companyand its subsidiaries in this Annual Report. Your Directors believe that the audited consolidated accounts, present a fulland fair picture of the state of affairs and financial conditions of the Company and its subsidiaries, as per globalpractice.

The Central Government has vide its letter ref. no. 47/514/2009-CL-III granted its exemption to the Company. Thereforethe Annual Report of your Company does not contain separate financial statements of these subsidiaries, but containsaudited consolidated financial statements of the Company and its subsidiaries. However, a statement of the Company’sinterest in the subsidiaries and a summary of the financials of the subsidiaries is given along with the consolidatedaccounts. The annual accounts of the subsidiaries along with the related information will be made available to theMembers seeking such information at any point of time. The annual accounts of the subsidiaries are also available forinspection during business hours at the Registered Office of the Company as well as of the subsidiaries.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits falling within the purview of Section 58A of theCompany’s Act, 1956 and as such, no principal or interest amount was outstanding on the date of the Balance sheet.

REDEMPTION OF DEBENTURES

Out of the 126,000 Non Convertible Redeemable Debentures of Rs. 100/- each issued to Wipro Limited & 84,000 NonConvertible Debentures outstanding at the beginning of the year, the Company has redeemed and cancelled NonConvertible Debentures of the nominal amount of 42,00,000/- (Forty Two Lakh). The Nominal amount outstanding afterredemption is Rs. 42,00,000/- (Forty Two Lakh) which is redeemable in the financial year 2009-10.

AUDITORS:

The Present Statutory Auditors of the Company M/s. Nilesh M. Kapadia & Co., Chartered Accountants, Mumbai, hold theiroffice until the conclusion of the ensuing Annual General Meeting. The present auditors have confirmed their willingnessand eligibility under Section 224(1B) of the Companies Act, 1956 for their reappointment for the financial year ending2009-10 at a remuneration to be decided by the Board of Directors or Committee thereof. Your Directors recommendtheir re-appointment at the ensuing Annual General Meeting for your approval.

HUMAN CAPITAL:

The Company has been able to attract and retain human resources, which are key elements for the functioning for thebusiness of the Company. The attrition rate of your company’s employees’ has been below the industry average. YourCompany carries out various initiatives for encouraging and motivating the employees and provides opportunities forgrowth in congruence with the Company’s goals.

QUALITY INITIATIVES

The Company follows the global best practices for process excellence and is accredited with the ISO 27001 Certificationduring the year, the highest certification standard on information security available from ISO thereby joining theselected list of global IT Companies in India that complies with this security standard. The Company was alsoaccredited with the CMMI Certification.

Directors’ Report


AWARDS & ACCOLADES

Glodyne Technoserve Limited has been named as winner in the Deloitte Technology Fast 500 Asia Pacific 2008Program & Deloitte Technology Fast 50 India 2008 Programme, an award which acknowledges and honors fast-growing technology companies across Asia Pacific.

During the year, the Company was also super ranked as 32nd among the Top 1000 Corporate Giants in India byBusiness Standard based on various parameters.

ACKNOWLEDGEMENTS:

The Board of Directors put on record their sincere thanks to the clients, vendors, bankers, media, analysts for theircontinued support and co-operation.

Your Directors also place on record their appreciation for the business associates and shareholders. Your Directorsalso thank all the Government and regulatory authorities connected with the Company’s business for their supportduring the year. Your Directors also appreciate the contribution and hard work of the employees at all levels for thegrowth of the organization.

For and On Behalf of the Board

Sd/-

Annand SarnaaikChairman & Managing Director

Place : MumbaiDate : June 30, 2009

Directors’ Report


Information to be disclosed under the Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999(during the F.Y. ended March 31, 2009:

(a) Options granted 49,510(b) Pricing Formula Price of shares on the Stock Exchange on the trading day

preceding the date of grant(c) Options vested 3,30,864(d) Options Exercised 2,31,599(e) The total number of shares arising as a

result of exercise of option 2,31,599(f) Options lapsed Nil(g) Variation of terms of options N.A.(h) Money realised by exercise of options Rs. 178,64,033.20(I) Total number of options in force 4,71,893(j) Employee-wise details of options granted to:

(i) Senior Managerial Persons Name Options Granted during the yearended March 31, 2009

N.A. N.A.(ii) Any other employee who receives a grant 5 Employees

in any one year of option amounting to 5%or more of options granted during that year

(iii) Identified employees who were granted Niloption, during any one year, equal to orexceeding 1% of the issued capital(excluding outstanding warrants andconversions) of the companyat the time of grant

(k) Diluted Earnings Per Share (EPS) Rs. 66.09(l) Where the company has calculated the The Company has calculated the employee compensation

employee compensation cost using the cost using the intrinsic value of stock options. Had the fairintrinsic value of the stock options, the difference value method been used, in respect of stock options grantedbetween the employee compensation cost so the employee compensation cost would have been highercomputed and the employee compensation by Rs. 17,441,426/-. Profit after tax lower by Rs.17,441,426/-cost that shall have been recognised if it had and the basic and diluted earnings per share would haveused the fair value of the options, shall be been lower by Rs. 1.58 & Rs. 1.52 respectively.disclosed. The impact of this difference onprofits and on EPS of the company shallalso be disclosed.

(m) Weighted-average exercise prices and weighted N.A.average fair values of options shall be disclosedseparately for options whose exercise price eitherequals or exceeds or is less than the market priceof the stock.

(n) A description of the method and significant The fair-value of the stock options granted on 31/10/2008assumptions used during the year to estimate have been calculated using Black-Scholes Options pricingthe fair values of options, including the following Formula and the significant assumptions made in thisweighted-average information: regard are as follows:

31/10/2008(i) risk-free interest rate, 9.28% - 9.39%(ii) expected life, 2.5 years(iii) expected volatility, 72.07%(iv) expected dividend yield, and 0.82%(v) exercise price Rs. 257.00(vi) stock price as on the date of grant Rs. 257.00

Annexure to the Directors’ Report


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Annexure to the Directors’ Report


I. The Company’s Philosophy

Glodyne perceives Corporate Governance as an endeavor for transparency, accountability and a wholeheartedapproach towards establishing Professional Management, aimed at continuous enhancement of Shareholders’value. The Company understands and respects its fiduciary role and responsibility to the shareholders andstrives hard to meet their expectations.

During the year under review, the Board continued its pursuit of achieving these objectives through the adoptionand monitoring of corporate strategies, prudent business plans, monitoring of major risks of the Company’sbusiness and ensuring that the Company pursues policies and procedures to satisfy its legal and ethicalresponsibilities.

II. Board of Directors

A) Composition of Board of Directors:

The Chairman & Managing Director along with the other Executive Director manages the day – to – dayaffairs of the Company. The Company has an optimum combination of executive and non-executive directorsfor its independent functioning with sixty seven percent of the Board of Directors comprising of non-executivedirectors. All pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the Company isdisclosed in the Annual Report. As on the date of this report, the Board comprises of 6 Directors, consistingof 2 Executive Directors and 4 Non-Executive Directors. All 4 Non-Executive Directors are IndependentDirectors. The Chairman of the Company is Executive Chairman and the composition of the Board ofDirectors is consistent with the provisions of the Clause 49 of the Listing Agreement.

The names and categories of the Directors on the Board, their attendance at Board Meetings during the yearand at the last Annual General Meeting and also the number of Directorships and Committee Memberships/ Chairmanship held by them in other Companies are given below:

Name of Directors Category FY 2008-09 As on 31st March, 2009Attendance atBM LAST Directorships Other Committee

AGM in other Positioncompanies#

Member Chairman

Mr. Annand Sarnaaik Promoter & 4 YES 1 - -Executive Director

Mrs. Divvyani A. Promoter & 4 YES 1 - -Sarnaaik Executive Director

Mr. Dhiren B. Kothary Independent & 4 YES 2 - -Non-ExecutiveDirector

Mr. Ved Prakash Arya Independent & 4 YES - - -Non-ExecutiveDirector

Mr. Y. Krishnamurthy Independent & 4 YES - - -Non-ExecutiveDirector

Mr. Avtar Saini Independent & 3 YES - - -Non – ExecutiveDirector

# Includes directorships in Public Limited Companies only.There is no nominee Director on the Board of the Company.

B) Non Executive Directors’ Compensation and Disclosures:

Non Executive Directors on the Board of the Company are paid sittings fees for attending the Board meetings,Audit Committee and Investors’ Grievance Committee meetings. All such fees paid to the Non Executive

Report on Corporate Governance


Directors are fixed by the Board of Directors. The Shareholders of the Company at their ninth Annual GeneralMeeting had approved the payment of commission to the Non-Executive Director’s up to 1% of the profit ofthe Company. However, no such commission has been paid to the Non-Executive Directors for the yearunder consideration. During the financial year ended March 31, 2009, No stock options under the EmployeesStock Option Scheme, 2006 were granted to the Non Executive Directors. Details of the fees paid to the NonExecutive Directors are disclosed else where in this report.

C) Other provisions related to Board and Committees:

No of Board Meetings held during the year:

During the financial year 2008 – 2009, four Board Meetings were held. The Company has held at least oneBoard meeting in every three months and the maximum time gap between any such two meetings was notmore than four months. Leave of Absence was granted to the Directors as requested by them. All theinformation required to be placed before the Board as per Clause 49 of the Listing Agreement was madeavailable to the Board. The dates on which the said meetings were held were as follows:

April 30 2008; July 30, 2008; October 24, 2008; & January 28, 2009.

The Directors of the Company have confirmed to the Board that none of them is a member of more than tencommittees or a Chairman of more than five committees across all the Companies in which they are actingas Directors. The necessary disclosures regarding Committee positions have been made by the Directors.For the purpose of reckoning this limit Membership / Chairmanship of Audit Committee and Investor’sGrievance Committee only are considered.

III. BOARD COMMITTEES

The Board of Directors of the Company has formed following committees for the effective exercise of powers andresponsibilities as envisaged in Clause 49 of the Listing Agreement.

A. Audit Committee

In accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the ListingAgreement, an independent and qualified Audit Committee of the Board consisting of three Independentand one Non-Independent Director, has been constituted.

Four Audit Committee Meetings were held during 2008-09. The dates on which the said meetings were heldwere as follows:


The Composition of and the details of the Audit Committee meetings held are given below:

Name Designation / Category No. of Meetings attended during the year 2008-09

Mr. Dhiren B. Kothary Chairman (Independent) 04Mr. Y. Krishnamurthy Member (Independent) 04Mr. Ved Prakash Arya Member (Independent) 04Mr. Annand Sarnaaik Member (Non – Independent) 04

The terms of reference of the Audit Committee are broadly as follows:

a) To review compliance with internal control systems;

b) To review the findings of the Internal Auditor relating to various functions of the Company.

c) To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerningthe accounts of the Company, internal control systems, scope of audit and observations of the Auditors/Internal Auditors;

d) To review the quarterly, half-yearly and annual financial results of the Company before submission tothe Board;

e) To make recommendations to the Board on any matter relating to the financial management of theCompany, including the Statutory & Internal Audit Reports;



f) Recommending the appointment of Statutory Auditors and also fixation of their remuneration.

g) Reviewing with the management, the annual financial statements before submission to the board forapproval, with the particular reference to:

1) matter required to be included in the Directors Responsibility Statement forming part of theBoard’s report in terms of clause (2AA) of Section 217 of Companies Act, 1956.

2) Changes if any, in accounting policies and practices and reasons for the same.

3) Major accounting entries involving estimates based on the exercise of judgement by management.

4) Significant adjustments made in financial statement arising out of audit findings.

5) Compliance with listing and other legal requirements relating to financial statement.

6) Disclosure of any related party transactions.

7) Qualifications in draft Auditors’ Report, if any.

h) To review financial statements including investments made by Unlisted Subsidiary Companies.

The Company Secretary acts as a Secretary to the Committee.

B. Remuneration Committee

In accordance with Schedule XIII of the Companies Act, 1956 and Clause 49 of the Listing Agreement, aRemuneration Committee has been constituted to deliberate and determine on matters like the remunerationpayable to, terms and conditions of appointment and other matters relating to Executive Directors / managerialpersons; to deliberate and recommend on the structuring of the remuneration package and formulateremuneration policies.

No Meeting of the Remuneration Committee was held during 2008-09.

The Company Secretary acts as Secretary to the Committee.

Remuneration Policy:

The Company’s remuneration policy is directed towards rewarding performance and achievements. Theremuneration consists of basic pay, perquisites, performance allowances, bonus, incentives and commission.The remuneration and structure varies as per the various grades depending upon the job responsibilities,qualifications, experience etc. The policy aims to drive the human resources to achieve higher levels ofperformance, reward the merits and work as a motivating force.

The remuneration of the Executive Directors is approved by Remuneration Committee, the Board of Directorsand the shareholders of the Company.

Details of remuneration to all the Directors for the F.Y. 2008 -2009:

(Rs. in ‘Lakhs’)

Name Salary includes Sitting Fees TotalPerquisites, Commission& Bonus

Annand Sarnaaik 66.00 - 66.00Divvyani A. Sarnaaik 54.00 - 54.00Ved Prakash Arya - 0.40 0.40Dhiren B. Kothary - 0.40 0.40Y. Krishnamurthy - 0.36 0.36Avtar Saini - 0.18 0.18

Notes:a) Salary includes Medical Benefits, Group Hospitalisation Benefits, Leave Travel Allowance, Privileged

Leave, unutilized privileged Leave, Gratuity, Commission, etc. No performance linked incentives werepaid to the Directors.



b) Mr. Annand Sarnaaik & Mrs. Divvyani A. Sarnaaik were appointed as Chairman & Managing Directorand Executive Director respectively for a term of five years from 25.09.2007 and hold office till 24.09.2012.The appointment is on contractual basis, which can be terminated with six months’ notice period forseverance and no fees for severance.

c) No commission has been paid to the Non-Executive Directors of the Company. Non-Executive Directorsof the Company are paid sitting fees for attending Board / Committee Meetings as approved by theBoard within the limits prescribed under the Companies Act, 1956.

d) The Company did not have any material pecuniary relationships or transactions with the Non-ExecutiveDirectors.

C. Shareholders/ Investors’ Grievance Committee

An Investors’ Grievance Committee was constituted to specifically look into the redressal of Investors’complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend, etc.

Four meetings of the Investors’ Grievance Committee were held during the year 2008- 09.


The Composition of the Investors’ Grievance Committee and details of the meetings attended by the Directorsare given below:

Names of Members Category No. of Meetings attendedduring the year 2008-09

Mr. Ved Prakash Arya Chairman (Independent) 04

Mr. Dhiren B. Kothary Member (Independent) 04

Mrs. Divvyani A. Sarnaaik Member (Non- Independent) 04

The Company Secretary acts as a Secretary to Committee.

Shareholder/Investor Complaints

Complaints pending as on 1st April, 2008 : NILDuring the period 1st April, 2008 to 31st March, 2009, complaints identified andreported under Clause 41 of the Listing Agreements : 25Complaints disposed off /resolved during the year ended 31st March, 2009 : 25No. of complaints not resolved to the satisfaction of shareholders : NILComplaints pending as on 31st March, 2009 : NIL

D. Managing Committee

A Managing Committee of Board of Directors has been constituted to take decision on the routine matterswithin the scope of its authority. It enables the management to take quick decisions on the day to day matterspertaining to the routine business and to save the valuable time of the Board as well as to avoid theadministrative difficulties. The Managing committee had met frequently during the year under review tomanage its day to day functions.

E.. Compensation Committee

A Committee of the Board named Compensation Committee, consisting of executive & non - executivedirectors, has been formed, primarily to administer the Employee Stock Option Scheme 2006 of the Company.The brief description of terms of reference include:

Formulating detailed terms and conditions of ESOS, managing and supervising the scheme, framing ofsuitable policies and systems to ensure compliances with applicable rules and regulations and to performsuch other functions, that the Committee is required under SEBI’s guidelines, recommending the overallcompensation structure of the Organization and review thereof as required by the Management. To formulatedetailed terms and conditions of the Employee Stock Option Scheme including the quantum of options to begranted under the scheme, the conditions under which options vested in employees may lapse in case of



termination of employment, the exercise period within which the employee shall exercise the option and theoption would lapse on failure to exercise the option within the exercise period, the specified time periodwithin which the employee shall exercise the vested option in the event of termination or resignation of anemployee, etc.

F. Employee Stock Option Scheme Committee:

The Committee was formed as Employee Stock Option Committee, 2006 inter alia to administer the exerciseof stock options and matter relating to allotment of shares consequent to exercise of options and listing ofshares. During the year, the Company has allotted stock options to its Directors / Employees viz. on June 10,2008; September 18, 2008 & March 19, 2009 amounting to 2,31,599 Shares of Rs. 10/- each. Out of2,31,599 shares, 4800 shares were allotted to the Independent Directors of the Company.

Mr. Annand Sarnaaik & Mrs. Divvyani A. Sarnaaik, are the Members of the said Committee.

G. Subsidiary Companies:

The Company has 6 subsidiary Companies, out of which 4 of them are Foreign Companies and 2 are IndianCompanies. As on March 31, 2009, the Company does not have any material non-listed Indian subsidiaryCompany and hence, it is not required to have an Independent Director of the Company on the Board of suchsubsidiary Company.

H. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion and Analysis prepared in accordance with Sub-clause F (i)of Clause 49 is enclosed and forms part of this Annual Report.

I. DISCLOSURES

i. Related Party Transactions

Besides the transactions mentioned elsewhere in the Annual Report, there were no other materiallysignificant related party transactions that may have potential conflict with the interests of the Companyat large. However, the particulars of transactions between the Company and the related parties as perthe Accounting Standard 18 are set out in Note 11 of Schedule L Part-B forming part of the accounts.

The Accounts have been drawn in accordance with relevant Accounting Standards. The Companyperiodically carries Risk Analysis & Management procedure review through systematic framework.

ii. Compliances by the Company

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutoryauthorities & no penalties or strictures have been imposed on the Company by the Stock Exchange,SEBI or other statutory authorities relating to the capital markets during the last three years.

iii. Mandatory requirements of Clause 49

The Company has complied with all the mandatory requirements as per Clause 49 of the ListingAgreement.

iv. Non Mandatory requirements of Clause 49

The Company has adopted the non-mandatory requirement of Whistle-Blower Policy as prescribed inAnnexure ID to Clause 49 of the Listing Agreement. The Company affirms that no employee of theCompany has been denied access to the Audit Committee.

v. Code of Conduct

The Board has laid down two separate Code of Conduct (Codes), one for Board Members and otherfor Senior Management of the Company. These Codes have been posted on the Company’s websitehttp://www.glodynetechnoserve.in. All Board Members and Senior Management Personnel haveaffirmed compliance with these codes. A declaration signed by the Chairman & Managing Director tothis effect is enclosed at the end of this report.



vi. Secretarial Audit

A qualified Practicing Company Secretary carried out a Secretarial Audit to reconcile the total admittedcapital with National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid upcapital is in agreement with the total number of shares in physical form and the total number ofdematerialised shares held with NSDL and CDSL.

J. GENERAL BODY MEETINGS

The details of the last three Annual General Meetings held, were as under:


Financial Year Location Date Time Special resolutions passed

2007 -2008 Ground Floor, 29.09.2008 11.00 A.M 1. Alteration in Memorandum ofExchange Plaza Association consequent to(NSE Building), increase in Authorized Capital.Bandra Kurla Complex, 2. Alteration of Articles of associationBandra (E), consequent to increase inMumbai - 400 051 Authorized Capital.

3. Approval for Investment by ForeignInstitutional Investors (FIIs) in theequity share capital of theCompany not exceeding, 49% ofthe paid-up Equity Share Capital ofthe Company.

4. Raising funds in domestic /international markets by way ofPublic/Private issue / offering ofFCCBs or GDRs.

5. Raising funds by way ofplacement shares and/or otherpermitted securities to QualifiedInstitutional Buyer through QIPplacement

2006 -2007 MIG Club, Bandra (E), 24.09.2007 12.30P.M. 1. Re -appointment of Mr. AnnandMumbai – 400051. Sarnaaik for a period of 5 years as

Chairman & Managing Director &approval of remuneration for aperiod of 3 years.

2. Re -appointment of Mrs. DivvyaniA. Sarnaaik for a period of 5 yearsas Executive Director & approvalof remuneration for a period of 3years.

3. Change of name of the Companyfrom Paradyne Infotech Limited toGlodyne Technoserve Limited andconsequent Alteration ofMemorandum & Articles ofAssociation.

4. Increased the maximum numberof Stock options to be granted toeach Non – Executive Directorsfrom 2400 Shares to 3000 Sharesand maximum number of stockoptions to be granted in aggregateto all non executive directors from2400 shares to 100,000 shares.


Financial Year Location Date Time Special resolutions passed

2005 -2006 MIG Club, Bandra (E), 29.09.2006 02.00 PM 1. Alteration in Memorandum ofMumbai – 400051. Association consequent to

increase in Authorized Capital.2. Alteration of Articles of Association

consequent to increase inAuthorized Capital.

3. Payment of Commission to NonExecutive Directors up to 1% of NetProfit.

4. Approval of Employees stockOption Scheme for the employeesof the Parent Company

5. Approval of Employees stockOption Scheme for the employeesof the Subsidiary Company.

There was no special resolution passed last year through postal ballot nor it is proposed to conduct anyspecial resolution through postal ballot at the ensuing Annual general Meeting.

K. SHAREHOLDERS

According to the Articles of Association, one-third of the Directors retires by rotation and if eligible, seeks re-appointment at the Annual General Meeting of shareholders. As per Article 120 of the Articles of AssociationMr. Ved Prakash Arya & Mr. Avtar Saini will retire at the ensuing 12th Annual General Meeting of the Company.However, due to other pre occupancies and work assignments, Mr. Ved prakash Arya & Mr. Avtar Saini, haveexpressed their inability to offer themselves for re-appointment. Your directors put on record their appreciationtowards the contribution made by both the these directors to the Company.

a) Directors’ shareholding as on March 31, 2009:

Name of Director No. of Shares % of total share capital

Executive Promoter Directors

1. Annand Sarnaaik 4417863 39.772. Divvyani A. Sarnaaik 2642363 23.79Non Executive Directors3. Ved Prakash Arya 0 0.004. Dhiren B. Kothary 2400 0.025. Y. Krishnamurthy 1900 0.176. Avtar Saini 0 0.00

As on March 31, 2009, all the present Non Executive Directors hold 13,600 stock options put together,of the Company.

c) Means of communication:The Company has promptly reported to all the Stock Exchanges where the securities of the Companyare listed, its quarterly / half yearly / annual financial results. The Company’s periodical financialresults as well as the press releases are displayed on the website of the Company –www.glodynetechnoserve.in. The financial results are published in one English and one Marathi dailynewspaper, normally in Business Standard and Sakal / Lokmat respectively. They are also uploadedon the SEBI’s EDIFAR website www.sebiedifar.nic.in. The Company also simultaneously sends to theStock Exchanges press releases, if any, issued by it.Since the periodical financial results are published in leading newspapers and posted on theCompany’s website, the results are not sent to the households of the shareholders. No presentationswere made to Institutional Investors during the year.



L) General shareholder information

Date and time of Annual General Meeting Monday, August 24, 2009 at 11.00 A.M.Venue of Annual General Meeting Exchange Plaza, NSE Auditorium, Ground Floor,

Bandra Kurla Complex, Bandra (East), Mumbai - 400051.

Financial year April 01 to March 31Board MeetingsFinancial reporting for the first quarter ending By end of July, 2009June 30, 2009Financial reporting for the second quarter By end of October, 2009ending September 30, 2009Financial reporting for the third quarter ending By end of January, 2010December 31, 2009Financial results for the year ending By end of April, 2010 if Un-audited and June 2010March 31, 2009 if auditedGeneral MeetingAnnual General Meeting for the year ending July / August 2010March 31, 2010Date of Book closure for dividend August 24, 2009Dividend Payment Date Dividend if declared will be paid on or after August 24,

2009 i.e. within 30 days from the date of declaration atthe ensuing Annual General Meeting of the Company.

Listing on Stock Exchanges Glodyne Shares are traded on1. Bombay Stock Exchange

Scrip Code: 5326722. National Stock Exchange of India

Scrip Code: GLODYNE

The ISIN of Company’s equity shares with NSDL and CDSL is INE932G01013The Annual listing fees for the year 2009-10 has been duly paid to the stock exchanges pursuant to clause38 of listing agreement on which the Company’s shares are listed. Annual Custodian Fees for the financialyear 2009-10 have been paid to NSDL/CDSL.

7) Market Price Data

a) Monthly high and low prices:

The monthly high and low prices of the Company’s shares traded at the Bombay Stock Exchange Limited(BSE) and National Stock Exchange of India Limited (NSE) for the year ended March 31, 2009, as givenbelow.

Month & Year BSE NSE

High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

April 2008 537.90 411.00 543.00 407.05May 2008 574.35 485.00 574.00 460.00June 2008 537.95 384.55 530.00 410.05July 2008 486.95 365.20 469.00 353.00August 2008 624.00 474.00 623.00 475.00September 2008 699.00 489.00 700.00 535.55October 2008 568.75 206.15 569.95 205.80November 2008 319.50 178.05 320.00 180.75December 2008 241.00 167.25 240.00 165.00January 2009 250.00 167.00 246.00 165.15February 2009 263.25 161.50 262.80 162.00March 2009 263.90 200.00 262.25 205.00



b) Performance in comparison to broad based indices:

The Performance of the Company’s Share relative to the BSE Sensex is given in the chart below:

The Performance of the Company’s Share relative to the NSE Sensitive Index (S&P CNX Nifty index) is givenin the chart below:

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8) Registrar & Transfer Agent

Bigshare Services Private Limited is the Registrar & Share Transfer Agent (R&T Agent) of your Company. The R &T agent has adequate infrastructure and skill set to service the investors. Shareholders correspondence shouldbe addressed to the R&T Agent of the Company, at the correspondence address mentioned in point 15 below.

9) Share transfer system

Request for share transfer in physical form, along with necessary documents duly completed, once lodged withthe Registrar & Transfer Agent are normally processed within 15 days. The Registrar & Transfer Agent alsoprocesses all dematerialization / rematerialization requests, within the prescribed time. The Investors’ GrievanceCommittee is also empowered to approve the share transfer requests, request relating to issue of share certificateson account of split / consolidation, duplicate issue, remat of shares etc. The Demat Status report and the boughtand sold report in respect of the shares held in demat form are periodically reported to the Committee / Board.

10) Distribution of shareholding as on March 31, 2009

Distribution of shareholding by number of shares held:

Range (In Rs) Total Holders % of Total Total Holding % of TotalHolders in Rupees Capital

1 - 5000 4,962 90.25100 5560300 5.005001 - 10000 229 4.16515 1804370 1.62

10001 - 20000 112 2.03710 1729100 1.5620001 - 30000 54 0.98218 1350680 1.2230001 - 40000 33 0.60022 1154580 1.0440001 - 50000 20 0.36377 914600 0.8250001 - 100000 36 0.65478 2494470 2.25

100001 - 99999999 52 0.94580 96084130 86.49Total 5,498 100.00 111092230 100.00

Distribution of shareholding by ownership

Category Category of shareholder Total Number of Total shareholdingcode shares as a percentage of

total number of shares

(A) Shareholding of Promoter and Promoter Group

Indian

1. Promoter Individuals 7060226 63.552. Relatives of Promoters 323250 2.91

Foreign 0 0 Total Shareholding of Promoter and

Promoter Group 7383476 66.46(B) Public shareholdings

Institutions3. Financial Institutions/ Banks 2700 0.02

Non-institutions4. Bodies Corporate 1129323 10.175. Individuals - 2527351 22.756. Any Other - Clearing members 12190 0.117. - NRI 54183 0.49

Total Public Shareholding 3725747 33.54

TOTAL (A) + (B) 11109223 100.00


11) Dematerialisation of shares

Your Company’s shares can only be traded in compulsory demat segment in the stock exchanges. As on March31, 2009, 99.88% of the Company’s shares are held in electronic form. The break up of shares in physical anddemat form as on March 31, 2009 is as follows:

Category No. of shares % of total shares

Shares in Demat form 1,10,95,645 99.88

Shares in Physical form 13,578 0.12

Total 1,11,09,223 100.00

12) Outstanding GDRs/ ADRs / warrants/convertible instruments and their conversion date and likely impact onequity

The Company has not issued any GDRs/ADRs/Warrants as on March 31, 2009. During the year, the Company hasissued stock options pursuant to the Glodyne Employee Stock Option Scheme, 2006. The details of the same aregiven in the annexure to the Directors’ report. The impact of the same has been taken into consideration whilecalculating the Earnings Per Share (EPS) and has been disclosed in the accounts of the Company.

13) Share Transaction Regulatory System in place for controlling Insider Trading

A Policy on Insider Trading has been implemented and continues to be in force since November 2005. This Policydeals with the rules, regulations and process for transactions in the shares of the Company and shall apply to alltransactions and for all associates in whatever capacity they may be, including Directors. This code forms partand parcel of the service conditions of the employees of the Company.

14) Office locations

Since the Company is in the service industry, it does not have any plant locations. The office locations are givenbelow.

Registered Office : 801, Balarama Building, Bandra Kurla Complex,Bandra (E), Mumbai- 400 051.

Corporate Office : C/03, Ground Floor, Fortune 2000, Bandra Kurla Complex,Bandra (E), Mumbai – 400051.

Support Center : 53/2476, Radheshyam, Gandhinagar, Bandra (E), Mumbai – 400 051.

Tech Center : Unit no. 215, Building No. 2(A-3), Sector I, Millennium Business Park (MBP),Mahape, Navi Mumbai.



Subsidiaries : Glodyne Technoserve Inc.,2700, Augustine Drive, Suite 190,Santa Clara, California 95054. U.S.A.

Smaarftech Technologies Pvt. LimitedPlot 538, A.G. Place, East Boring Canal Road,Patna-800 001.

Other office locations

Pune : 103/104, Monoplex Plaza, Deep Bungalow Chock,Model Colony, Pune - 411 016.

Bangalore : 207 & 208 - Raheja Chambers, Museum Road,Bangalore – 560001.

Delhi : 15th Floor, Atma Ram House No. 1,Tolstoy Marg, New Delhi - 110001.

15) Address for correspondence

All correspondences by Shareholders should be addressed to the Registrar & Transfer Agent (R&T Agent)M/s. Bigshare Services Pvt. Ltd. or the Registered Office of the Company at the addresses mentioned below.

In case any shareholder is not satisfied with the response or do not get any response within reasonable periodfrom the R&T Agent, they may approach the Company Secretary and Compliance Officer at the Registered Office/ Corporate Office of the Company.

Corporate Office:

C/03, Ground Floor, Fortune 2000,Bandra Kurla Complex,Bandra (E), Mumbai – 400051

16) Compliance officer

Mr. Amit Jaste is the Company Secretary and the Compliance Officer of the Company.

17) Auditor’s certificate on corporate governance

As required under clause 49 of the Listing Agreement, the Auditor’s certificate on compliance of the CorporateGovernance norms is attached with this report.

Declaration of Compliance with the Code of Conduct for Board of Directors andSenior Management Personnel

I, Annand Sarnaaik, Chairman & Managing Director of the Company, hereby declare that pursuant to Clause 49 I (D) ofthe Listing Agreement, the Board members and Senior Management personnel have given affirmation about theircompliance with their respective Code of Conduct of the Company for the financial year ended March 31, 2009.

For Glodyne Technoserve Limited

Sd/-Annand Sarnaaik

Chairman & Managing Director

Place : Mumbai,Date : June 30, 2009



Auditor’s Certificate of compliance with the Corporate Governance requirements underClause 49 of Listing AgreementTo,

The Members ofGlodyne Technoserve Limited

We have examined the compliance of the conditions of Corporate Governance by Glodyne Technoserve Limited (“theCompany”) for the year ended March 31, 2009, as stipulated in Clause 49 of the Listing Agreement of the Company withBombay Stock Exchange Ltd., Mumbai and National Stock Exchange of India Ltd. Mumbai. The compliance with theconditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limitedto procedures and implementation thereof adopted by the Company during the year for ensuring the compliance of theconditions of Corporate Governance referred to above. It is neither an audit nor an expression of an opinion on thefinancial statements of the Company.

In our opinion, and to the best of our knowledge and according to the information and explanations given to us, wehereby certify that the Company has complied with the conditions of Corporate Governance, stipulated in the above-mentioned Listing Agreements for the year ended March 31, 2009.

Based on confirmation received from the Company’s Registrar and Share Transfer Agent, and representations made bymanagement, we certify that no investor grievances are pending for a period exceeding one month against the Companyas at March 31, 2009.

We further state that our report is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For Nilesh Kapadia & Co.Chartered Accountants

Sd/-

Nilesh M. KapadiaPartnerMembership No: 33697

Date: June 30, 2009

Information/Disclosure regarding “Group within the meaning of Monopolies & Restrictive Trade Practices read withRegulation 3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 are disclosedbelow:

Mr. Annand Sarnaaik, Mrs. Divvyani A. Sarnaaik, Glodyne Ventures & Holding Pvt. Limited, Glodyne Global Pvt. Limited



Management Discussion and Analysis

A. INDUSTRY ANALYSIS

In the last decade, the Application Development and Maintenance and Business Process Offshoring industrieshave dominated the rise of offshoring. The Company believes that over the next decade Managed Services withinthe IT services space, which is the Company’s core competency, will become equally important. Inspite of theworldwide slowdown which has affected almost every sector of the world economy in the past few quarters, theTechnology Managed Services space within the IT Industry is expected to have a bright future.

With developed geographies reeling under a recession, technology spend (hardware+ software+ network+ ITservices) in the economies is likely to decline in 2009. However, within tech spending, IT services spend is relativelydefensive as a large portion of it goes towards running the business vs building/ changing the business.

IDC has predicted that overall tech spending could remain largely flat in 2009 in the worst case scenario, whereasit could decline by 1-2% for USA, Japan and Western Europe with other regions like Asia it is expected to see agrowth of 3-6%.- Technology IMS – Optimizing IT spends

While tech spending is likely to be under pressure for the next two years, IT services spend is relatively lessdiscretionary as a big chunk of it goes into keeping the lights on. Based on anecdotal evidence, ~70% of ITservices spend is “run the business” while just ~30% is “change/ build the business”. To that extent, ITservices segment is relatively better placed vis-à-vis tech spend towards hardware, networking and software.

- Services spend vs outsourcing vs offshoringOverall, IT services outsourcing is growing faster than IT services spend. This is being led by the gradual shiftof IT spend from in-house to third party outsourcing as (i) it provides more flexibility in IT budgets for the client;and (ii) work delivered by an IT specialist yields cost savings on the back of scale efficiencies and sharedservice usage. Going forward, we expect the trend to continue and outsourcing (as also offshoring) to outpaceIT services spend in terms of growth. The market share for India in Information Systems management andOutsourcing is only 3.9%, signifies the untapped opportunity for Managed Services companies like Glodyne.As per the NASSCOM Mckinsey report of 2008, the Global IMS industry accounts for $ 524 bn which is almosta quarter of the overall IT spends, out of which the addressable market for remote services is $ 104 bn. Thereis a huge opportunity waiting to be tapped by the service providers. The space would be driven by the RemoteInfrastructure Management Services, which currently globally is at a nascent stage. The drivers for growth forthe industry would be the continuous effort by enterprise to enhance service and performance levels andreduce costs, technology advancements that have improved infrastructure efficiency and management; andevolution in offshore capabilities. India has experienced a higher growth rate in this space compared toindustry average, and the competitive advantages to acquire a disproportionate share of the opportunity. TheCompany foresees the Managed Services industry to grow both in the domestic market and internationalmarket space.We see challenging times ahead for Indian IT services providers over the next few quarters in the backdrop ofthe tough business environment. However, we do not see any threat to its market share. Having clockedsignificant gains in traditional ADM services (offshore IT industry started with ADM services and largelyconcentrated on that till early 2000s), Managed services are the new growth vistas.

Domestic Industry:According to IDC the domestic IT market grew at 11.4%. In the IT offerings – services which comprises of IMS hasseen a growth of 19.3% and has maintained its yoy growth. Within the ambit of IT services, segments reportinghigher than average growth include Desktop Management (22%), Information Systems Outsourcing (32%), NetworkManagement (23%) and Application Management (20%).Both the domestic and the international market trends point towards the need for better management of ITinfrastructure for their most optimal deployment and use in achieving enterprise business goals. The Indianmarket is attractive to IMS providers for the following reasons:� The Indian economy is robust and is expected to register a growth of over 6.5% in the year 2010.� India is the largest and most populous democratic nation in the world. The country’s political, social and

economic environment is relatively stable as compared to other developing economies of the world.� The abundance of talent pool available in India� The thrust on various e-governance initiatives across various states in the country� New models of Public Private Partnerships being rolled out wherein Technology would be a key enabler.


B. Financial performanceDuring the financial year ending March 2009, the Company Revenues grew by 63% to Rs 5010.2 mn and Profit afterTax by 92% to 778.4 mn. Over the last 3 years we have grown our Revenues at the CAGR of 79%. Technology IMSwhich forms the majority of the Revenues has over the last 3 years grown at the CAGR of 78%.

Financial performance discussion on consolidated results:

1. Authorized share capital

The Company has an authorized share capital of Rs. 250 mn comprising 20 mn equity shares of Rs 10/-each and 5 mn preference shares of Rs. 10/ -each as on March 31, 2009.

2. Paid up share capital

The Company has a paid-up capital of Rs. 111.09 mn. During the year the paid up capital increased byRs. 2.32 mn.

3. Equity shares

The Company has formulated Employee Stock Option Scheme (ESOS) for rewarding its employees throughstock ownership. The Stock Options vest over a specified period subject to employee fulfilling certainconditions. Upon vesting the employees are eligible to apply and secure allotment of the Company’s equityshares at a price determined on the date of the grant of options. During the year 2,31,599 equity shareswere allotted on exercise of the options under Employee Stock Option Scheme instituted by the Company.

4. Reserves and Surplus

a) Securities Premium Account

Addition to securities premium account comprises of premium received on exercise of stock options,amounting to Rs. 15.55 million.

b) Debenture Redemption Reserve

There is no change in debenture redemption reserve during the year.

c) General Reserve

The company has Transferred Rs. 73.75 mn to General Reserve during the year, The General Reservebalance as on 31st March, 2009 was Rs 88.79 mn.

5. Secured Loans

Secured loans have increased by Rs. 611.19 mn, primarily due to increased working capital facilities fromBanks to meet the growing business needs.

6. Unsecured Loan

During the year, the Unsecured loan of Rs. 69.2 mn. from scheduled bank got converted into a secured loanand therefore the unsecured loan outstanding as on March 31, 2009 was nil.

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7. Fixed Assets:

a) Goodwill on Consolidation

The excess of consideration paid over the book value of assets acquired has been recognised asgoodwill in accordance with Accounting Standard (AS) 21 ‘Consolidated Financial Statements’. Goodwillarising on account of acquisition of subsidiaries is not amortised but reviewed for impairment if thereare indicators of impairment. There is no change in Goodwill on consolidation since there are no newacquisitions during the year and no impairment of Goodwill for old acquisitions.

b) Additions to Fixed Assets

During the year the Company has invested Rs. 264 mn towards addition of fixed assets, majorly inTechnology Assets required for the business.

c) Capital Work in Progress

Increase in Capital Work in Progress by Rs. 529.41mn is primarily on account of expenditure incurredfor “e-Shakti Project” under National Rural Employment Guarantee Scheme (NREGS) in the State ofBihar.

d) Depreciation

Depreciation on all assets is provided pro-rata to the period of use, under straight-line method, atrates prescribed in Schedule XIV of the Companies Act, 1956. Intangible assets are amortised overtheir respective individual estimated useful lives (not exceeding five years) on a straight line basis,commencing from the date the asset is available for its intended use. The Depreciation as percentageto revenue remained at 2% for FY 2008-09.

C. BUSINESS ANAYSIS

Glodyne is primarily in the business of Technology Infrastructure Management Services, focused on optimizingthe operational expense of our clients, a core expense they can’t do away with unlike other capex intensiveinitiatives which could go slow in case of a slowdown.

� Geographical Presence

The Company has presence in India and United States of America. The company is headquartered inMumbai, India with sales and support presence Pan India. The sales and marketing force in India operatefrom 10 locations. The support centers service the states across North, South, Central and West regionsacross 100+ locations in the country. In the US the Company has presence on the West Coast and EastCoast. The Company is expanding its reach in India as well as in the US.

� Sector presence

The Company services six key sectors Government/PSU, IT/ITES, BFSI, Manufacturing and Retail, Mediaand Telecom, Education and Research. The Company has seen encouraging growth in the Education andGovernment/PSU sectors in particular and is bullish on expanding its presence in the same.



� Outsourcing due to acquisition:

In FY07, the Company acquired Links Group International Inc. (100%) a Virginia based IT Service Companyand in FY08, Front Office Technologies Inc. (100%) a New York based 100% onsite IMS company. TheCompany has completed consolidation and integration of both the Companies. The Company has beenable to successfully expand and cross sell IMS services to the existing clients through the onsite- remotedelivery model.

� Prestigious win: Rs 2840 mn order from Bihar state:

The Company through its subsidiary Smaarftech Technologies Private Limited has bagged a BOOT projectworth Rs 2840 mn. from the Bihar State Electronics Development Corporation (BSEDC) for implementingthe National Rural Employment Guarantee Scheme (NREGS) covering 38 districts of Bihar. The order (toissue 250 mn. smart cards) is executable over next five years; and the Revenues would start accruing fromQ2 / Q3 FY 2009. The Company is positive about creating a strong business out of various e-governanceinitiatives under Public-Private Partnership under the BOOT, BOO, etc delivery models.

� Services Mix Analysis:

With more than a decade long experience, strong technical expertise and hybrid onsite-remote model,Glodyne is poised to exploit the huge opportunity in the Managed Services Space. Company has annual IMScontracts with majority of its clients. The Technology IMS segment Revenues have witnessed robust yoygrowth of 65% over. The segment’s revenue contribution has increased from Rs. 203 crore in FY08 toRs. 387 crore in FY09. More importantly, with the creation of the remote infrastructure, the IMS servicesdelivery through the remote practice has seen decent traction. These macro and micro segmental shifts arelending the Company to create a niche for itself and strengthening the overall business model.

� Geographic Mix

With majority of the clients from India, about 75% of the Glodyne’s Revenues are from the domestic market.The balance 25% of Revenues comes from the US where the company has presence through subsidiaries.As the profitability is higher in the US business compared to India, Glodyne is keen on improving USrevenue share by increasing its presence. Company believes that the current recessionary environment inthe US would not impact its IMS business as it targets the clients’ operational expenditure and not the capex,which is discretionary. Management expects domestic revenue share to decline in coming years.

D. OPPORTUNITIES FOR GLODYNE

According to various research reports; 70-75% of Infrastructure management roles can be outsourced. A decadeof outsourcing and offshoring experience has helped CIOs develop sophisticated vendor management processes,differentiate between service levels and use appropriate channels to handle escalation. With the vendor and costmanagement strengths in place; CIOs are considering IMS offshoring through which they expect more directcontrol and flexibility in managing their IT assets.



Fundamental shifts in technology architecture, tools and economics are not only encouraging enterprise customersto reassess the rational for outsourcing but have also brought down the traditional barriers to adoption. A CIOseeking 24 hour support and lower cost will partner with a vendor with strong remote infrastructure managementcapabilities.

As hardware prices decline and virtualization increases, the share of labour as a portion of total cost is rising andhas become the largest addressable cost in the total infrastructure spends. With companies focused at reducingthe overall operating expense, offshoring of IT infrastructure management is an option which provides them witha faster response along with lower costs. The clients are also looking at infusing innovation into their processthrough outsourcing.

Acquisition / Inorganic Opportunities: In today’s scenario, there exists a huge opportunity to acquire companieswhich provide Glodyne the complementary strengths to build its business. The successful acquisition, integrationand absorption of Links Group International and Front Office Technologies has provided it with the insight andconfidence for future acquisitions.

E. FACTORS THAT MAY AFFECT GLODYNE’S GROWTH

Foreign Exchange

The Company has 25% of its business coming from the US geography. Huge fluctuations in the currency exchangerate could affect the US business. The Company does not have a huge dollar exposure. The Company has adefined policy for managing its foreign exchange exposure. The Company tracks the foreign exchange marketsclosely and would take appropriate hedging decisions from time to time.

Acquisition:

The Company is actively evaluating acquisitions. In the event of Company going in for an acquisition the Companywould be faced with integration issues, managing the morale of the new work force, reducing overlaps and otherrelated issues.The Company has a comprehensive due diligence review process covering aspects of marketing,financial, legal, human and cultural issues before taking a decision on acquisitions.

Competition:

Glodyne till date, has managed to successfully carve out a niche for itself by creating a robust onsite/remotedelivery model for its Technology Managed Services delivery across all key sectors. The Company has beenbuilding huge value propositions for our customers making it difficult for out customers to move away from ourservices. However we have seen some Indian Software companies which have started to look at IMS space in thelast few quarters. The Company believes it has core competencies that are not easily replicable by competitorsand it is focussed to enhance its tools, processes and intellect to maintain competitive advantage. The Companyis focused to become a pure play Technology Managed Services Company. Research shows that traditionallyclients prefer a partner which is a focused IMS services provider. The Company has been investing in creating astrong services delivery model and it enjoys high customer mindshare and loyalty.

Attracting and retaining talent

Glodyne so far has successfully managed to hire the best talent in the industry. However, the Company mayencounter intense competition for experienced technical personnel in sales, marketing and technical support asthe sector expands. The Company has an effective Training and Development department which enables employeesto chart a career in the organization and fulfill their career goals. This results in a single digit attrition rate for theCompany.

F. OUTLOOK

During the financial year ended March 2009, we grew our Revenues by 63% to Rs 5010.2 mn and Profit after Taxby 92% to 778.4 mn. Over the last 3 years we have grown our Revenues at the CAGR of 79%. The Management isfocused to build the Company into a strong global Technology IMS provider from India in the coming years. Withthe IMS industry opening up huge opportunity for Indian Companies, Glodyne is focused on capitalising on thesame by providing high quality services to global clients through a robust Onsite - Remote delivery model. The



company would continue to grow its client base and client share organically and would also pursue inorganicgrowth to gain strong client relationships that have an appetite for IMS off shoring and to do geographic de-risking.In the Application Manages Services Space, as outlined last year the Company has launched PeoplePower – apremium product of the Company caters to the Human Resource Management System. PeoplePower is deliveringservices on SaaS model. The Company expects this business to grow exponentially once it reaches a criticalmass in 6-8 quarters. The Company envisions huge opportunity in the IT space in the domestic market withprojects built on public- private partnership. The NREGS e-shakti project in Bihar has marked the credentials ofthe company in this space. The Remote Technology Management would be our focus area. Keeping in view thepotentials of the IMS space and the Company’s expertise in the focused area, the outlook remains to be positive.

G.. INTERNAL CONTROLS AND ITS ADEQUACY

The Company had identified the key risks and control process to mitigate the same. Further the Companycontinues this process of Enterprise Risk Management as a continuing process, in order to identify the new risksand to define and establish the control process to mitigate the identified risks. Further the Internal Control Frameworkfor financial reporting, organisation structure, documented authorities & procedures and internal controls arebeing reviewed by internal audit team on continuous basis and any issues arising out of the said audit areaddressed appropriately. The Company is continuously upgrading its internal control systems by measuringstate of controls at various locations. Controls in the management system have been strengthened with help ofreview conducted by PriceWaterHouseCoppers.

The Audit Committee, comprising independent directors is involved in regular reviewing of financial and riskmanagement policies, significant audit findings, the adequacy of internal controls and compliance with theaccounting standards.

At Glodyne, the management believes that its sustainable competitive advantage lies in the talent that it nurturesand the leadership pipeline that it has built to manage its IMS business. The Company places a huge emphasison fostering a culture of “Customer First” and enterprise that allows people within the Company to realise humanpotential. The Company has built a unique work environment that brings together talent from multiple backgroundsand skills sets to work together and feel a sense of belonging to the team. The success of this can be judged fromthe low level of attrition that the Company has been able to maintain and the stability in its senior and middlemanagement teams.



AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF GLODYNE TECHNOSERVE LIMITED ON CONSOLIDATEDFINANCIAL STATEMENTS OF GLODYNE TECHNOSERVE LIMITED AND ITS SUBSIDIARIES

1. We have examined the attached consolidated Balance Sheet of GLODYNE TECHNOSERVE LIMITED (“the Company”)and its subsidiaries (collectively referred to as “the Glodyne Group”) as at 31st March, 2009 and also theconsolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date.

2. These financial statements are the responsibility of the company’s management. Our responsibility is to expressan opinion on these financial statements based on our audit. We conducted our audit in accordance with generallyaccepted auditing standards in India. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are prepared, in all material respects, in accordancewith an identified financial reporting framework and are free of material misstatements. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by the management, as wellas evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. We have also audited the financial statements of Intercon Management Services Private Limited (“a subsidiary”)and Smaarftech Technologies Private Limited (“a subsidiary”), whose financial statements have been consideredin the consolidated financial statements.

4. The financial statements of Glodyne Technoserve Inc., and Glodyne Technoserve Singapore Pte. Limited, whosefinancial statements reflect total assets of Rs.11,786.09 lakhs as at 31st March, 2009, total revenue of Rs.6,964.74lakhs and total cash outflows amounting to Rs.106.70 lakhs have not been audited. For the purpose ofconsolidation, we have relied on the financial statements and other financial information of this subsidiary asapproved by the Board Directors of respective subsidiaries.

5. We report that the consolidated financial statements have been prepared by the Company’s management inaccordance with the requirements of the Accounting Standard (AS) 21, Consolidated Financial Statements, asnotified under the Companies (Accounting Standards) Rules, 2006.

6. Subject to the matter referred to in paragraph 4 above, based on our audit and on our consideration of separatefinancial statements and the other financial information on the components, to the best of our information andaccording to the explanations given to us, we are of the opinion that the attached consolidated financial statementsgive a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Glodyne Group as at March 31,2009;

(b) in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of theGlodyne Group for the year ended on that date; and

(c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Glodyne Group for the yearended on that date.

For Nilesh M. Kapadia & Co.Chartered Accountants

Sd/-

Nilesh M. KapadiaPartner

Place : Mumbai Membership no.33697Date : 30th June, 2009

Consolidated Auditors’ Report


(Rupees in Lakhs)Particulars Schedule As at 31.03.2009 As at 31.03.2008SOURCES OF FUNDSShareholders’ FundsShare Capital A 1,110.92 1,087.76Share Application monies (Pending Allotment) - 89.12Reserves and Surplus B 15,008.38 16,119.30 7,561.51 8,738.39

Loan Funds CSecured Loans 8,806.83 2,694.90Unsecured Loans - 8,806.83 692.00 3,386.90Deferred Tax Liability 548.27 402.84Minority Interest 173.01 93.31

TOTAL 25,647.41 12,621.44APPLICATION OF FUNDSFixed Assets DGross Block 7,113.89 4,157.85Less:- Depreciation (2,147.22) (1,074.48)

Net Block 4,966.67 3,083.37Capital Work in progress 5,500.35 10,467.02 206.20 3,289.57

Goodwill (on Consolidation) 3,367.34 3,367.34Investments E 0.01 0.01

Current Assets, Loans & Advances FInventories 572.26 268.62Sundry Debtors 11,843.94 5,777.46Cash and Bank Balances 302.23 261.17Loans and Advances 5,445.29 1,035.42

18,163.72 7,342.67Current Liabilities and Provisions GCurrent Liabilities 3,921.88 746.96Provisions 2,428.80 631.19

6,350.68 1,378.15Net Current Assets 11,813.04 5,964.52

TOTAL 25,647.41 12,621.44Significant Accounting policies andNotes to Accounts L

Consolidated Balance Sheet as at 31st March 2009

As per our report of even dateFor Nilesh M. Kapadia & Co. For and on behalf of the BoardChartered Accountants

Nilesh M. Kapadia Annand Sarnaaik Ved Prakash Arya Avtar SainiPartner Chairman & Director DirectorMembership No.33697 Managing Director

Divvyani A. Sarnaaik Dhiren B. Kothary Y.Krishnamurthy Amit JasteExecutive Director Director Director Company Secretary

Place : Mumbai Place : MumbaiDate : 30th June, 2009 Date : 30th June, 2009


Consolidated Profit and Loss Account for the year ended 31st March’2009

(Rupees in Lakhs)Particulars Schedule Year ended Year ended

31.03.2009 31.03.2008INCOMERevenue from Operations H 50,102.34 30,785.83Other Income I 1,005.79 5.35

TOTAL 51,108.13 30,791.18EXPENDITUREOperating & other expenses J 39,602.15 25,153.10Finance Charges K 764.68 410.65Depreciation / Amortisation 933.30 492.98

TOTAL 41,300.13 26,056.73

Profit before Tax 9,808.00 4,734.45Less: Provision for TaxationCurrent Taxes (1,843.91) (490.50)[including short provision of Rs.220.47 Lakhs (Rs.2.45 Lakhs)for prior years]Fringe Benefit Tax (33.91) (8.50)[including short provision of Rs.0.04 Lakhs (Rs.NIL) for prior years]Wealth Tax (0.04) -Deferred Taxes (145.42) (174.25)Net Profit after Tax before minority interest 7,784.72 4,061.20Minority Interest (4.75) (0.02)Net Profit after Tax and minority interest 7,779.97 4,061.18Balance brought forward 6,523.68 2,794.22Add: Change on account of Transitional Provisions under AS-15 - 0.06Less: Transfer to Minority Interest - (93.00)Add: Transfer from Debenture Redemption Reserve - 42.00Amount Available for Appropriation 14,303.65 6,804.46Appropriation:Proposed Dividend 470.51 132.18Tax on Proposed Dividend 79.96 22.46Transfer to General Reserve 737.50 84.14Transferred to Debenture Redemption Reserve - 42.00Balance Carried to Balance Sheet 13,015.68 6,523.68

14,303.65 6,804.46Significant Accounting policies andNotes to Accounts LEarning per Share- Basic (Rs.) 70.50 37.34

- Diluted (Rs.) 66.09 34.17(Refer Note B-12 of Schedule ‘L’)






(Rupees in Lakhs)Particulars Year ended 31.03.2009 Year ended 31.03.2008Net Profit before Taxation and extraordinary items 9,808.00 4,734.45A. Cash Flow from Operating Activities :

Adjustment for :Depreciation /amortisation 933.30 492.98Interest and other Finance Charges 764.68 410.65Interest received (119.29) (5.35)Dividend received (0.002) (0.002)Foreign Exchange Fluctuation Loss / (Gain) [unrealised] (613.36) 89.07Sundry Balances written back (net) (8.04) 957.30 15.07 1,002.42

Operating Profit before working capital changes 10,765.30 5,736.87Adjustment for :Decrease / (Increase) in Inventories (303.64) (102.21)Decrease / (Increase) in Trade & other receivables (9,825.31) (2,701.50)(Decrease) / Increase in Trade & other payables 3,179.65 (6,949.30) (2,250.51) (5,054.22)Cash generated from operations 3,816.00 682.65Taxes paid (including Fringe Benefit Tax) (624.08) (170.25)Net Cash Flow from Operating Activities 3,191.92 512.40

B. Cash Flow from Investing Activities :Interest received 119.29 5.35Dividend received 0.002 0.002(Increase) / Decrease in fixed deposits (133.91) 5.12(under lien with scheduled banks)Increase in fixed assets & Capital Work-in Progress (7,935.15) (2,089.09)Decrease in fixed assets - 0.03Increase in Goodwill - (1,162.48)Net Cash from Investment Activities (7,949.77) (3,241.07)

C. Cash Flow from Financing Activities :Proceeds from Issue of Equity Shares (includingSecurities Premium) 89.51 -Share Application monies (pending allotment) - 89.12Proceeds from Issue of Equity Shares to Minority 74.96 -Proceeds / (Repayment) of Secured loans (net) 6,111.94 1,579.91Proceeds / (Repayment) of Unsecured loans (692.00) 692.00Interest and other finance Charges (764.68) (410.65)Dividend paid (including Dividend Tax) (154.73) (152.24)Net Cash from from Financing Activities 4,665.00 1,798.14Net (Decrease)/Increase in cash and cashequivalent (92.85) (930.53)Cash and cash equivalent at the beginning of the year 229.93 1,160.46Cash and cash equivalent at the end of year 137.08 229.93Fixed Deposits held by Scheduled banks under lien 165.15 31.24

Cash and cash equivalent at the end of year 302.23 261.17(as per Schedule F)

Consolidated Cash Flow Statement for the year ended 31st March 2009






(Rupees in Lakhs)Particulars As at 31.03.2009 As at 31.03.2008SCHEDULE ‘A ’ - SHARE CAPITALAUTHORISED:2,00,00,000 (1,50,00,000) Equity Shares of Rs. 10/- each 2,000.00 1,500.0050,00,000 (NIL) Preference Share of Rs.10/- aech 500.00 -

2,500.00 1,500.00ISSUED, SUBSCRIBED AND PAID UP:1,11,09,223 (1,08,77,624) Equity Shares of Rs.10/- eachfully paid up 1,110.92 1,087.76(refer note B-9 of Schedule ‘L’)Of the above:33,91,706 (33,91,706) Equity Shares ofRs. 10/- each were alloted as Bonus Sharesby way of capitalisation of General Reserve andbalance in Profit and Loss Account

SCHEDULE ‘B’ - RESERVES AND SURPLUS

(A) Securities PremiumOpening Balance 846.05 846.05Additions during the year (refer note B-9 ofSchedule ‘L’) 155.48 1,001.53 - 846.05Closing Balance

(B) Debenture Redemption ReserveOpening Balance 42.00 42.00Less: Transferred to Profit and Loss Account - (42.00)

42.00 -Add:- Transferred from Profit and Loss Account - 42.00Closing balance 42.00 42.00

(C ) Foreign Currency Translation Reserve(arising on Consolidation)Opening Balance (0.62) (12.89)Add:- Adjustment for the Current Financial Year 61.89 61.27 12.27 (0.62)Closing Balance

(D ) General ReserveOpening Balance 150.40 66.26Add:- Transferred from Profit and Loss Account 737.50 887.90 84.14 150.40Closing balance

(E) Profit and Loss Account 13,015.68 6,523.68

TOTAL 15,008.38 7,561.51

Schedules attached to and forming part of the Consolidated Accountsfor the year ended 31st March,2009


(Rupees in Lakhs)Particulars As at 31.03.2009 As at 31.03.2008SCHEDULE ‘C’ - LOAN FUNDSSecured Loans(Refer Note B-3 of Schedule ‘L’)From BanksCash Credit facilities & other working capital facilities 5,886.84 787.06Working Capital Term Loans 913.19 107.99Other Term Loans 1,894.70 1,698.73Vehicle loans 70.10 8,764.83 17.12 2,610.90[Amount Due within one year in resepct of Loansfrom Banks /OthersRs.957.84 Lakhs (Rs.398.75 Lakhs)]

Debentures9% Secured Non-Convertible RedeemableDebentures issued to Wipro Limited 84.00 126.00Less: Redeemed during the year (42.00) 42.00 (42.00) 84.00

Total Secured Loans 8,806.83 2,694.90Unsecured LoanShort Term Unsecured Loan from a Scheduled Bank - 692.00

TOTAL 8,806.83 3,386.90




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(Rupees in Lakhs)Particulars As at 31.03.2009 As at 31.03.2008

SCHEDULE ‘E’ - INVESTMENTSLong Term Investments (at Cost)Trade Investments (Unquoted - Fully Paid Up)100 (100) Equity Shares of Saraswat Co-operative Bank Ltd. 0.01 0.01(Face Value per share Rs.10/- each)

TOTAL 0.01 0.01

SCHEDULE ‘F’ - CURRENT ASSETS, LOANS AND ADVANCESCURRENT ASSETS1. INVENTORIES

(As taken , valued and certified by the Management)Goods for ResaleComputer Equipments, Peripherals and Software 572.26 268.62

2. SUNDRY DEBTORS : (Unsecured, Considered Good)Outstanding for over six months 113.85 304.90Others 11,730.09 11,843.94 5,472.56 5,777.46

3. CASH AND BANK BALANCES- Cash on Hand 5.12 13.04Balances with Scheduled Banks(i) In Deposit Accounts 165.15 31.24

(held under lien by Scheduled banks)(ii) In Current Accounts 122.90 101.38(iii) In Dividend Account 1.48 1.23

Balances with Non - Scheduled Banks

In Current AccountsBank of America USA 7.58 106.68(Maximum Balance Outstanding during the year[Rs.447.77 Lakhs (P.Y Rs. 1,134.58 Lakhs)]Silicon Valley Bank USA - 0.96(Maximum Balance Outstanding during the year[Rs. 0.96 Lakhs (P.Y Rs. 36.78 Lakhs)]Wachovia Bank USA - 302.23 6.64 261.17

(Maximum Balance Outstanding during the year[Rs 6.64 Lakhs (P.Y Rs. 11.26 Lakhs)]

LOANS AND ADVANCES(Unsecured, considered good unlessotherwise stated)(i) Advance to Suppliers 4,179.35 443.16(ii) Advance to Staff 55.68 1.12(iii) Advances recoverable in cash or in kind or for 910.49 368.48

value to be received(iv) Deposits 297.66 219.42(v) Other Current Assets 2.11 5,445.29 3.24 1,035.42

TOTAL 18,163.72 7,342.67



(Rupees in Lakhs)Particulars As at 31.03.2009 As at 31.03.2008SCHEDULE ‘G’ CURRENT LIABILITIES & PROVISIONSCURRENT LIABILITIES : (i) Sundry Creditors for goods, services and expenses

- Due to Micro and Small Enterprises 0.08 -- Others 2,768.42 620.38

(ii) Advances from Customers 943.04 88.18

(iii) Unclaimed Dividend * 0.94 1.03

(*There is no amount due & outstanding to becredited to Investor Education and Protection Fund)

(iv) Other Liabilities 209.40 3,921.88 37.37 746.96

PROVISIONS :For Staff Retirement Benefits 25.79 21.15

For Proposed Dividend 470.51 132.18

For Tax On Dividend 79.96 22.46

For Income Tax (including Fringe Benefit Tax)[net of relative payments, if any] 1,852.54 2,428.80 455.40 631.19

TOTAL 6,350.68 1,378.15

SCHEDULE ‘H’ - REVENUE FROM OPERATIONSTechnology IMS 38,673.38 20,269.01Software Services 11,395.87 10,482.57

Consultancy Charges 33.09 34.25

TOTAL 50,102.34 30,785.83

SCHEDULE ‘I’ - OTHER INCOME

Interest received - Gross 119.29 5.34(Tax deducted at Sources Rs.24.30 Lakhs (Rs.0.87 Lakhs)Dividend 0.002 0.002

Foreign Exchange Flucutation Gain (net) 875.25Sundry Balances written back (net) 8.04 -

Miscellaneous Income 3.21 0.01

TOTAL 1,005.79 5.35



(Rupees in Lakhs)Particulars As at 31.03.2009 As at 31.03.2008SCHEDULE ‘J’- OPERATING AND OTHER EXPENSESMaterial Cost, Software Development, Contract &Service Charges 32,420.03 20,741.48Staff CostsSalaries, allowances, Incentives & Contractual payments 5,906.71 3,392.77Contribution to Statutory Funds 21.70 16.16Staff Welfare 15.57 9.60Staff Training & Recruitment 16.29 5,960.27 13.43 3,431.96

Directors’ RemunerationSalaries and allowances 117.41 87.86Contribution to Statutory Funds 2.59 4.00Sitting Fees 1.34 121.34 1.87 93.73Communication Costs 66.43 53.38Advertisement, publicity and Business Promotion 15.55 19.96Legal & Professional Expenses 154.99 167.77Office Maintenance 31.78 43.99Traveling & Conveyance 266.30 220.74Electricity Charges 29.01 19.17Rent 375.17 142.52Insurance 4.35 1.35Auditors’ Remuneration 9.78 7.23Postage & Courier Charges 10.87 10.22Printing and Stationery 12.65 11.58Rates & Taxes 45.97 15.67Discount 16.24 -Donation 0.11 0.78Foreign Exchange Fluctuation Loss (net) - 119.77Vehicle Expenses 7.97 2.16Marketing Expenses 8.17 -Commision & Brokerage 32.08 6.72Membership & Subscription 3.52 4.79Sundry Balances written off - 15.07Miscellaneous Expenses 9.57 23.08

TOTAL 39,602.15 25,153.10SCHEDULE ‘K’- FINANCE CHARGESInterest on Debentures 7.24 11.01Interest to others 1.29 -Bank Interest 700.97 356.78

Bank Charges and Commission 55.18 42.86TOTAL 764.68 410.65



Schedule ‘L’: Significant Accounting Policies and Notes to AccountsCompany Overview:Glodyne Technoserve Limited (‘the Company”) together with its subsidiaries (collectively, referred to as the group) isengaged in Technology Infrastructure Management Services and Application Software Services in India and Overseas.The Company has head quarters at Mumbai, India.A. Significant Accounting Policies1. Basis of Accounting

The financial statements have been prepared in accordance with Indian Generally Accepted Accounting Principles(IGAAP) under the historical cost convention on the accrual basis. The IGAAP comprises Accounting Standardsnotified under Companies Accounting Standards Rules, 2006 by the Central Government of India under Section211(3C) of the Companies Act, 1956, various pronouncements of the Institute of Chartered Accountants of India,and the relevant provisions of the Companies Act, 1956 and guidelines issued by the Securities and ExchangeBoard of India (SEBI).Accounting policies have been consistently applied except where a newly issued Accounting Standard is initiallyadopted or a revision to an existing Accounting Standard requires a change in the accounting policy hitherto inuse. The Management evaluates all recently issued or revised Accounting Standards on an ongoing basis.

2. Use of estimatesThe preparation of financial statements in conformity with IGAAP requires management to make estimates andassumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure ofcontingent liabilities on the date of financial statements. Examples of such estimates and assumptions includeuseful lives of fixed assets and Intangible assets, taxes, provision for doubtful debts, anticipated obligationsunder employee retirement plans, etc. The recognition, measurement, classification or disclosures of an item orinformation in the financial statements have been made relying on these estimates to a greater extent. Actualresults could differ from those estimates.

3. Principles of ConsolidationThe Consolidated financial statements relate to the Company and its subsidiaries, which are more than 50%owned or controlled. The consolidated financial statements have been prepared on the following basis:a) The financial statements of the Company and its subsidiaries are combined on a line-by -line basis by

adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminatingintra-group balances and intra-group transactions resulting in unrealised profits or losses in accordancewith Accounting Standard (AS) - 21 -”Consolidated Financial Statements”.

b) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated atthe average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at theend of the year. Any exchange difference arising on consolidation is recognised in the Foreign CurrencyTranslation Reserve.

c) The difference between the cost of investment in the subsidiaries, over the net assets at the time ofacquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or CapitalReserve as the case may be.

d) The difference between the proceeds from disposal of investment in subsidiary and the carrying amount ofits assets less liabilities as of the date of disposal is recognised in the consolidated statement of Profit andLoss account as the profit or loss on disposal of investment in subsidiary.

e) Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjustedagainst the income of the group in order to arrive at the net income attributable to shareholders of thecompany.

f) Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in theconsolidated balance sheet separate from liabilities and equity of the company’s shareholders.

g) As far as possible, the consolidated financial statements are prepared using uniform accounting policiesfor like transactions and other events in similar circumstances and are presented in the same manner asthe Company’s separate financial statements.

h) Notes on these Consolidated Financial Statements are intended to serve as a means of informative disclosureand a guide to better understanding of the consolidated position of the group. Recognising this purpose,the company has disclosed only such Notes from the individual financial statements, which fairly presentthe needed disclosures.

i) The list of subsidiaries considered in these consolidated financial statements with percentage holding issummarised below:

Consolidated Significant Accounting Policies and Notes to Accounts


Name of Subsidiaries Country of Incorporation Proportion of ownership interestGlodyne Peoplepower Private Limited(formerly Intercon ManagementServices Private Limited) India 60%Glodyne Technoserve Inc. USA 100%Glodyne Technoserve Singapore Pte. Limited Singapore 100%Smaarftech Technologies Private Limited India 99.95%

4. Goodwill:Goodwill arising on consolidation / acquisition of assets is not amortised. The same is tested for impairment ona periodic basis and written off, if found impaired.

5. Revenue RecognitionThe Direct revenue of the Company comprises the income from following principal activities:i. Technology IMS – This represents Technology Integration and Management Services. Technology Integration

activities include resales and Integration of Hardware / System Software/ Database Software / NetworkingProducts with or without one another. Revenue from Technology Integration is recognised on delivery to thecustomer and acknowledgement thereof, in accordance with the terms of the individual contracts.Management Services represents amount charged for Facility Management Services, Maintenance upkeepof Hardware / System Software/ Database Software / Networking Products. Revenue from ManagementServices is recognised over the life of the contracts. Maintenance revenue on expired contracts on whichservices have continued to be rendered is recognised on renewal of contract or on receipt of payment.

ii. Software Services - This represents charges for development of software for customer and sale of licensesof software and other products. Revenue from Software services is recognised when the software is developedand installed / delivered to the customers as per the terms of the contract. Revenue on sale of licenses ofsoftware and other products is recognised on delivery / installation, as the case may be.

Recognition norms for Indirect Revenue:i. Interest Income - Interest Income is recognised based on time proportion and on gross basis.ii. Dividend Income - Dividend Income is recognised on when the Company’s right to receive dividend is

established.

6. Fixed assets, Intangible Assets, Capital Work-in Progress and Depreciationi. All fixed assets are stated at cost less accumulated depreciation. For this purpose cost includes purchase

price and all other attributable costs of bringing the assets to working condition for intended use.ii. Intangible assets are stated at the consideration paid for purchase/ acquisition less accumulated amortization.iii. Capital Work in Progress includes advances paid for acquiring fixed assets and cost of assets not ready for

intended use before the balance sheet date.iv. Depreciation on all assets is provided pro-rata to the period of use, under straight-line method, at rates

prescribed in Schedule XIV of the Companies Act, 1956. Intangible assets are amortised over their respectiveindividual estimated useful lives (not exceeding five years) on a straight line basis, commencing from thedate the asset is available for its intended use.

v. Depreciation on fixed assets of the Foreign Subsidiary is provided pro-rata to the period of use, underStraight-line method, based on the Management’s technical assessment of useful life of these fixed assets.

7. InvestmentsTrade Investments are the investments made to enhance the Group’s business interest. Investments are eitherclassified as Long term or Current based on the Management’s intention at the time of purchase. Investmentsthat are readily realizable and intended to be held for not more than a year are classified as Current Investments.All other Investments are classified as Long Term Investments. Long Term Investments are stated at Cost. Aprovision for diminution in value is made to recognise a decline, other than temporary, in the value of long terminvestments. Current Investments, if any, are valued at lower of cost and net realizable value.

8. InventoriesInventories include stocks of Computer equipments, peripherals and traded software in respect of TechnologyInfrastructure Management Services of the Company and the same is valued at lower of cost (net of provision forobsolescence) or net realizable value. Cost is determined on First In First Out (FIFO) basis.



9. Foreign exchange transactionsTransactions in foreign currencies are generally recorded at the exchange rate prevailing on the date of thetransaction. Monetary items denominated in foreign currency and outstanding at the Balance Sheet date aretranslated at the exchange rate ruling on that date. Exchange differences on foreign exchange transactions otherthan those relating to fixed assets are recognised in the profit and loss account.

10. Accounting for Employee BenefitsStaff Costs and Directors’ Remuneration include Short term employee benefits such as Salaries, allowances,incentives, and short term compensated absences etc. It also includes group’s contributions towards DefinedContribution plans and provisions for Defined Benefit plans.(a) Short Term Employee Benefits

Short term employee benefits are recognised in the period during which the services are rendered. Provisionfor unused entitlements in respect of compensated absences is made for on the basis of actuarial valuationmade at the end of each financial year.

(b) Post Employment Benefits(i) Provident Fund (PF) & Employees’ State Insurance Scheme (ESIC)- Defined Contribution Plans

Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 all eligible employeesof the Company are entitled to receive benefits which is a Defined Contribution Plan. In addition, someemployees of the Company are covered under ESIC Act, 1948, which is also a Defined ContributionPlan. Both these Plans are recognised and administered by the Government of India. Both theemployees and the Company make monthly contributions to these plans. The Company’s contributionsto these schemes are recognised as expense in the Profit and Loss Account during the period inwhich the employee renders the related service. The Company has no further obligation under theseplans beyond its monthly contributions.

(ii) Gratuity- a Defined Benefit PlanThe Company provides for Gratuity in accordance with the Payment of Gratuity Act, 1972, a DefinedBenefit Plan. The plan, subject to the provisions of the above Act, provides for lump sum payment toeligible employees at retirement, death, incapacitation or termination of employment, of an amountbased on the respective employee’s salary and tenure of employment. Gratuity liability is accrued andprovided for on the basis of an actuarial valuation on Projected Unit Credit Method made at the end ofeach financial year. Actuarial gains / losses are recognised immediately to the Profit and Loss Account.

(iii) SubsidiariesRetirement benefits are provided to employees of foreign subsidiary in accordance with the local lawsand regulations prevailing in the Country in which the subsidiary is located.

11. Accounting for TaxesTax expense comprises of Current, Deferred and Fringe benefit tax. Current taxes and Fringe Benefit Tax ismeasured at the amount expected to be paid to the Tax authorities, using the applicable tax rates and tax laws.Deferred tax resulting from “timing differences” between book and tax profits is accounted for using the tax ratesand laws that have been enacted or substantively enacted as on the balance sheet date. Deferred tax assets arerecognised and carried forward only if there is a virtual/ reasonable certainty that the assets will be realised infuture.

12. ImpairmentThe carrying amounts of assets are reviewed at each balance sheet date to check any indication of impairmentbased on internal/external factors. Impairment Loss is recognised whenever the carrying amount of an asset is inexcess of its recoverable amount. The Impairment Loss is recognised as an expense in the Statement of Profitand Loss and carrying amount of the asset is reduced to its recoverable value.

13. Employee Stock Options(a) During the financial year, the Company has granted 49,510 (1,89,650) stock options to its employees and

employees of its subsidiary companies. In accordance with the Employee Stock Option Scheme andEmployee Stock Purchase Scheme Guidelines, 1999 issued by the Securities and Exchange Board of India(“SEBI”), the Company has elected to use the “Intrinsic Value method” to account for the compensation costof stock options to employees. For the year ended 31st March 2009, the Company has been advised thatthere is no accounting impact in the books of account in respect of such options. Had the Company adopted



“Fair Value Method” for calculating the Compensation cost, the total accounting impact for the year wouldhave been Rs.174.41 Lakhs (Rs120.93 Lakhs) profits after tax lower by Rs.174.41 Lakhs (Rs120.93 Lakhs)and basic and diluted earnings per share would have been lower by Rs.1.58 (Rs.1.11) and Rs. 1.52(Rs.1.04) respectively.

(b) Summary of Stock Options:

Particulars 2008-09 2007-08No. of Weighted No. of Weightedstock average stock average

Options exercise Options exerciseprice(Rs.) price (Rs.)

Options outstanding at the beginning of the year 6,53,982 N.A. 4,81,190 75.67

Options granted during the year 49,510 N.A. 1,89,650 251.10

Options forfeited/lapsed/ cancelled during the year NIL N.A. (16,858) 75.67

Options exercised during the year (2,31,599) 74.69 (53,758) 75.67

Options outstanding at the end of the year 4,71,893 N.A. 6,00,224 132.07

Options vested but not exercised at the endof the year 3,30,864 N.A. 1,86,024 N.A.

(c) Average share price on the date of exercise of the option:

Date of exercise Average Share Price on the date of the exercise (Rs.)10.06.2008 488.6318.09.2008 653.6819.03.2009 239.88

(d) Information in respect of Options outstanding as at 31st March 2009:

Exercise price Number of options Average remaining life68.10 1,30,828 6 months79.50 91,775 6 months89.95 10,130 1.5 years204.25 1,11,470 1.5 years317.90 78,180 1.5 years

257.00 49,510 2.5 years(e) The fair value of option granted on 20th November 2006, 6th March 2007, 28th March 2007, 27th September

2007, 29th January 2008 and 30th October 2008 are Rs. 40.85, Rs.38.05, Rs 42.79, Rs. 113.08, Rs. 186.22and Rs.151.65 per share respectively.

(f) The fair value has been calculated using the Black Scholes Options Pricing Model and the significantassumptions made in this regard are as follows:

Particulars 20th 6th 28th 27th 29th 30th

November March March September January October2006 2007 2007 2007 2008 2008

Risk free interest 7.50% to 8.04% to 8.06% to 7.72% to 7.43% to 9.28% torate (Range) 7.55% 8.05% 8.10% 7.80% 7.45% 9.39%Expected life 6 months 6 months 6 months 1.5 years 1.5 years 2.5 yearsExpected volatility 60.78% 62.81% 62.94% 61.23% 64.47% 72.07%Expected dividendyield 1.46% 1.46% 1.46% 1.53% 1.53% 0.82%Exercise Price (Rs.) 68.10 79.50 89.95 204.25 317.90 257.00Stock Price as on thedate of grant (Rs.) 79.90 78.90 88.80 219.40 349.00 257.00



14. Provisions and Contingent Liabilities and Contingent AssetsThe Company recognises a provision when there is a present obligation as a result of a past event that probablyrequires outflow of resources, which can be reliably estimated. Disclosures for a contingent liability is made,without a provision in books, when there is an obligation that may, but probably will not (in the opinion of themanagement), require outflow of resources. Contingent Assets are neither recognised nor disclosed in thefinancial statements.

15. Earning per Share (EPS)The earning considered in ascertaining the Company’s EPS comprises the net profit after tax. The number ofshares used in computing Basic EPS is the weighted average number of shares outstanding during the year dulyadjusted for additional shares issued during the year, if any.

The number of shares used in computing diluted EPS comprises the weighted average number of equity sharesconsidered for deriving basic EPS, and also the weighted average number of equity shares that could have beenissued on the conversion of all dilutive potential equity shares.

Dilutive potential equity shares are deemed to be converted as of the beginning of the period, unless issued at alater date. The number of shares and potentially dilutive equity shares are adjusted for stock splits and bonusshares issued, if any.

16. Cash and Cash equivalentsCash and Cash equivalents in the balance sheet comprises cash at bank and in hand and short term investmentswith an original maturity of three months or less.

17. Cash Flow StatementCash Flows are reported using the indirect method, whereby net profits before tax is adjusted for the effect oftransaction of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. Thecash flows from regular revenue generating, investing and financing activities are segregated.

B. Notes to Accounts1. Goodwill on Consolidation as on the Balance Sheet date comprises the following:

(Rs. In Lakhs )Particulars Year ended 31st March 2009 Year ended 31st March 2008Glodyne Peoplepower Private Limited 138.07 138.07(Formerly Intercon ManagementServices Private Limited)

Glodyne Technoserve Inc. 3,229.27 3,229.27

Total 3,367.34 3,367.34

2. Operating Leases:a. The Company has various operating leases for office facilities and residential premises for employees,

which are renewable on a periodic basis and cancelable at its option. Rental expense for operating leasesincluded in the income statements for the year is Rs. 375.17 Lakhs (Rs. 142.52 Lakhs).

b. Under these lease agreements, refundable interest free security deposits have been given by the Company.c. These agreements provide for

Provide for increase in rental during the tenure of lease agreementContain renewal clauseContain clause for restriction on sub-leasing

d. Future minimum lease payments under non-cancellable leases:

(Rs. In Lakhs )Particulars 2008-09 2007-08Not later than one year 288.49 NIL

Later than one year but not more than five years 120.19 NIL

Later than five years NIL NIL

e. No asset has been acquired on Finance Lease during the year.



3. Securities in respect of Secured Loans:i) Term loans from Banks / Institutions are secured by mortgage of certain immovable and movable properties

of the Goldyne Group and personal guarantees of certain Directors. Cash credit facility is secured by thehypothecation of book debts & Stock. Vehicle loans are secured by hypothecation of related motor vehicles.

ii) The company had issued 1,26,000, 9% Non Convertible Redeemable debentures of face value ofRs. 100/- (date of allotment of Debentures: 28th February 2005 and date of creation of Debenture Trust Deed:27th May 2005). The debentures are redeemable in three installments of Rs.42 Lakhs each at the end of thethird, fourth and fifth year respectively from the date of allotment. The debentures are secured by a mortgageand second charge on the movable properties of the company, immovable property owned by the subsidiarycompany and Personal guarantees of certain Directors of the Company. During the year, the Company hasredeemed Debentures amounting to Rs. 42 Lakhs (Rs.42 Lakhs). Outstanding Debentures amounting toRs. 42 Lakhs (Rs.84 Lakhs) are due for redemption on or before 28th February 2010.

4. The Deferred tax liability / asset as at 31st March 2009 comprises the following:(Rs. In Lakhs )

Particulars As at As at31st March 31st March

2009 2008Deferred Tax Liability on account of:Depreciation 557.03 413.05Deferred Tax Asset on account of:Deferrals / Disallowances under Income-Tax Act, 1961. (8.76) (10.21)Net Deferred Tax Liability 548.27 402.84

5. Related Party Transactions:As per Accounting Standard 18 on “Related Party Disclosures”, disclosures of transactions with related parties asdefined therein are given below:

List of related parties with whom transactions have taken place and Relationship:a) Key Management Personnel (“KMP”)

i) Mr. Annand Sarnaaik- Chairman & Managing Director

ii) Mrs. Divvyani A. Sarnnaik- Executive Director

b) Relatives of KMPi) Mr. Nikhil Sarnaik-Brother of Mr. Annand Sarnaaik

ii) Dr. Archana Sangamnerkar-Sister of Mr. Annand Sarnaaik

iii) Dr. Nitin Sangamnerkar-Brother-in-law of Mr. Annand Sarnaaik

iv) Mr. N. G. Anil Kumar-Brother of Mrs. Divvyani A. Sarnaaik

v) Mr. N. Lalith Kumar-Brother of Mrs. Divvyani A. Sarnaaik

Transactions with Related parties during the financial year(Rs. In Lakhs )

Transactions with Related Parties Key Management Relative of KeyPersonnel Management

PersonnelManagerial Remuneration 120.00 NIL

(91.86) NIL

Dividend Paid 84.72 3.95(70.60) (3.29)

Balance Receivable/ (Payable) NIL NILNIL NIL

Note: Previous year’s comparatives have been shown in Brackets below current financial year’s figures.



6. During the financial year, Company has recognised following amounts in the financial statements:

a) Defined Contribution Plan:Contributions to Defined Contribution plan, recognised as expense for the financial year are as under:

(Rs. In Lakhs)Particulars 2008-09 2007-08Company’s Contribution to Provident Fund 22.07 12.81

Company’s Contribution to Employees State Insurance Fund 2.22 3.35

b) Defined Benefit Plan:Reconciliation of Opening and Closing balances of Defined Benefit Obligation:

(Rs. In Lakhs)Particulars 2008-09 2007-08Defined Benefit Obligation at the beginning of the financial year 11.64 4.55Current Service Cost 3.91 1.57Interest Cost 1.24 0.49Actuarial (gain) / loss (1.59) 5.04Benefits Paid NIL NILDefined Benefit Obligation at the year end 15.21 11.64

(c) Expense recognised during the financial year under the head “Staff Cost”-Refer Schedule-J)

(Rs. In Lakhs)Particulars 2008-09 2007-08Current Service Cost 3.91 1.57Interest Cost 1.24 0.49Expected Return on Plan assets N.A. N.A.Actuarial (gain) / loss (1.59) 5.04Expense recognised in the Profit and Loss Account 3.56 7.10

(d) Actuarial Assumptions:Particulars in respect ofGratuity (non-funded) 2008-09 2007-08Discount Rate (per annum) 7.75% 8.00%Expected Rate of Return on Plan assets (per annum) N.A. N.A.Salary Escalation (per annum) 5.00% 5.00%

7. Sundry Debtors and Loans and Advances are unsecured but considered good for which the company holds nosecurity other than personal security of respective parties.

8. In the opinion of the Board, Current assets, loans and advances are realizable at a value, which is at least equalto the amount at which these are stated in the ordinary course of business and provision made for all known anddetermined liabilities are adequate and not in excess of the amount stated.

9. During the year, Company has collected Rs. 23.16 Lakhs towards Equity Share Capital and Rs. 155.48 Lakhstowards Securities premium, against allotment of 2,31,599 Equity shares pursuant to exercise of options.

10. During the financial year as the Company has not entered into Derivative transactions and hence the disclosuresregarding the same have not been made.

11. Segment information:As per Accounting Standard 17 on “Segment Reporting”, the Company has reported segment information onconsolidated basis including business conducted through its subsidiaries.

Assets, liabilities, revenue and expenses directly attributable to segments are reported under each reportablesegment. Items which are not attributable or allocable to segments are disclosed as un-allocable assets, liabilities,revenue or expenses, as the case may be.



Based on the similarity of activities, risk and reward structure, organization structure and internal reporting system,Company has structured its operations into the following business segments:

i. Technology IMS – It represents Technology Integration and Technology Infrastructure Management Services.Technology Integration activities include resales and Integration of Hardware / System Software/ DatabaseSoftware / Networking Products with or without one another. Technology Infrastructure Management Servicesrepresents amount charged for Facility Management Services, Maintenance upkeep of Hardware / SystemSoftware/ Database Software / Networking Products. Hitherto, Technology Integration and TechnologyInfrastructure Management Services were classified as separate streams of revenue. However consideringthe interconnected nature of such activities, these have been grouped together from current financial yearand as result, previous year’s segment information has been re-grouped accordingly.

ii. Software Services - This represents charges for development of software for customer and sales oflicenses of software and others products.

(A) Financial Information about Primary Business Segment is given below:(Rs.In Lakhs)

Sr. no. Particulars Reportable Business Segments

Technology IMS Software Services Total1. Segment Revenue

- Product & Services 38,706.47 11,395.87 50,102.34(20,303.26) (10,482.57) (30,785.83)

2. Segment Results 8,297.66 3,411.79 11,709.45(3,756.35) (2,850.22) (6,606.57)

3. Unallocable Income 1,005.79(5.35)

4. Unallocable Expenses 2,142.56(1,466.82)

5. Operating Profit 10,572.68(5,145.10)

6. Finance Charges 764.68(410.65)

7 Net Profit before tax 9,808.00(4,734.45)

8 Provision for Tax- Current Tax 1,843.91

(490.50)- Fringe Benefit Tax 33.91

(8.50)- Wealth Tax 0.04

-- Deferred Tax 145.42

(174.25)9 Net Profit after Tax before 7,784.72

Minority Interest (4,061.20)

10 Net Profit after Tax and 7,779.97Minority Interest (4,061.18)



Other Information(Rs.In Lakhs)

Sr. no. Particulars Reportable Business Segments

Technology IMS Software Services Total

9 Segment Assets 13,882.38 6,058.93 19,941.31(3,393.66) (6,102.41) (9,496.07)

10 Unallocable Assets - - 12,056.78(4,503.52)

11 Total Assets 31,998.09(13,999.59)

12 Segment Liabilities 882.59 493.35 1,375.94(358.61) (334.90) (693.51)

13 Unallocable Liabilities - - 14,502.85(4,567.69)

14 Total Liabilities - 15,878.79(5,261.20)

15 Capital Expenditure 1,328.44 570.99 1,899.43incurred during the year (298.13) (1,111.83) (1,409.96)

16 Depreciation 481.59 336.17 817.76(158.74) (224.24) (382.98)

(B) Financial Information about Geographical Segment is given below:

Sr. no. Particulars India Rest of the World Total1 Segment Revenue 37,349.00 12,753.34 50,102.34

(23,523.15) (7,262.68) (30,785.83)2 Segment Assets 20,241.64 11,756.45 31,998.09

(5,497.24) (8,502.35) (13,999.59)3 Segment Liabilities 13,105.26 2,773.53 15,878.79

(3,148.74) (2,112.46) (5,261.20)

Note: Amounts in bracket represent previous year’s figures.



12. Earning per share (EPS)(Rs. In Lakhs )

Particulars Units Year ended Year ended31.03.09 31.03.08

Net profits attributable to shareholders (A) Rs. in Lakhs 7,779.97 4,061.18

Add: Amortisation of Employee Compensation Cost(as per Intrinsic value method) recognised in the Accounts Rs. in Lakhs NIL NIL

Less: Amortisation of Employee Compensation Cost(as per Fair value method) not recognised in the Accounts Rs. in Lakhs (174.41) (120.93)

Net profits as adjusted above (B) Rs. in Lakhs 7,605.56 3,940.27

Weighted average number of equity shares outstandingduring the year (before adjusting the Dilutive potentialequity shares) (C) Nos. 1,10,35,948 1,08,77,624

Number of Stock Options Outstanding as on thebalance sheet date Nos. 4,71,893 6,53,982

Number of Dilutive potential equity shares (D) Nos. 4,71,893 6,53,982

Total number of Equity shares for Diluted EPS [(C)+(D)] =(E) Nos. 1,15,07,841 1,15,31,606

Nominal Value of Equity Shares Rs. 10/- 10/-

Basic & Diluted EPS as reported [(A)/(C)] Rs. 70.50 37.34

Basic EPS as adjusted [(B)/(C)] Rs. 68.92 36.22

Diluted EPS as reported [(A)/(E)] Rs. 67.61 35.22

Diluted EPS (as adjusted) [(B)/(E)] Rs. 66.09 34.17

13. Contingent Liabilities and commitments not provided for:

(Rs. In Lakhs )

Particulars As at As at31.03.2009 31.03.2008

a. Unexpired Letters of Credit 320.50 86.88

b. Guarantees issued by bankers againstcompany’s counter guarantee. 1,303.42 86.27

c. Capital Commitments in respect ofCapital-work-in-progress (net of advances paid) 5,442.51 90.00

d. Guarantees given by the company in respectof the loans taken by a Subsidiary company 3,548.73 1,698.73Total 10,615.16 1,961.88

14. The Previous year’s figures have been regrouped, reclassified and recast wherever required. Figures in bracketindicate previous year’s figures.







(Rs.in Lakhs)

Name of the Subsidiary Glodyne Smaarftech Glodyne Glodyne Front OfficeCompany Peoplepower Technologies Technoserve Technoserve Technologies

Pvt. Limited Private Inc. (East) Inc. Inc. (formerly Limited Intercon

ManagementServices

Pvt. Limited)

Issued & Subscribed 420.00 460.00 734.70 1.27 0.51Share Capital

Preferred Stock NIL NIL 2,739.27 NIL NIL

Reserves 18.24 NIL 444.99 1,176.30 315.70

Total Assets 875.99 4,579.23 8,805.25 3,585.55 961.26

Total Liabilities 437.75 4,119.23 4,886.29 2,407.98 645.05

Investments NIL NIL 4,121.86 NIL NIL

Turnover/ Total Revenue 33.09 NIL 3,525.90 2,471.06 967.78

Profit before Taxation 29.05 NIL 255.59 196.36 162.64

Provision for Taxation ( incl.FBT) 19.36 NIL 81.14 63.38 54.93

Profit after Taxation 9.69 NIL 174.45 132.98 107.71

Proposed Dividend NIL NIL NIL NIL NIL

Statement relating to Subsidiary Companies as on March 31, 2009


GLODYNE TECHNOSERVE SINGAPORE PTE LIMITED

DIRECTORS’ REPORTThe Directors present the Annual Report together with Financial Statement of the Company for the year endedMarch 31, 2009.

Financial Results

The Company has not started its operations since from the date of its inception; therefore it does not have any revenuesfor the year under review. The Accounts of the Company is prepared in accordance with the Singapore laws. TheBalance Sheet for the financial year 2008-09 is annexed hereto.

Dividend

The Directors do not recommend dividend for the year under review.

Holding Company

The Company is the subsidiary Company of Glodyne Technoserve Limited, India.

Acknowledgements

The Board of Directors put on record their sincere thanks & appreciation to the Bankers, Government & the RegulatoryAuthority in Singapore for their continued support during the year.

For Glodyne Technoserve Singapore Pte Limited

Sd/-

Annand SarnaaikDirectorDate: June 10, 2009

BALANCE SHEET AS AT 31st MARCH, 2009

Particulars SGD INR in Lakhs

ASSETS

Deposits 3,000.00 1.00

Profit & Loss (Dr Balance) 5,802.53 1.93

Total Assets 8,802.53 2.93

LIABILITIES & EQUITY

Liabilities

Current Liabilities

Loan from Glodyne Technoserve Limited 8,792.53 2.93

Equity

10 Equity Shares of SGD 1 fully paid 10.00 0.003

Total Liabilities & Equity 8,802.53 2.93

(SGD represents Singapore Dollar).

Note: The above financials statements are translated into Indian Currency @ 1 SGD = Rs. 33.31


Auditors’ Report

TO THE MEMBERS OFGLODYNE TECHNOSERVE LIMITED

1. We have audited the attached Balance Sheet of GLODYNE TECHNOSERVE LIMITED (“the Company”) as at31st March, 2009 and related Profit and Loss Account and Cash Flow Statement of the Company for the yearended on that date, annexed thereto. These financial statements are the responsibility of the company’smanagement. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by the management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by Companies (Auditor’s Report)(Amendment) Order, 2004 (together ‘the Order’) issued by the Central Government of India in terms of sub-section(4A) of section 227 of the Companies Act, 1956 (‘the Act’), and on the basis the information and explanations givento us and books and records examined by us in the normal course of audit and to the best of our knowledge andbelief we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of the audit;

b) In our opinion, proper books of accounts as required by law have been kept by the company, so far asappears from our examination of the books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are inagreement with the books of account;

d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this reportcomply with the accounting standards referred to in sub-section (3C) of section 211 of the Act, to the extentapplicable;

e) On the basis of written representations received from the directors, as on 31st March, 2009 and taken onrecord by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2009from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act; and

f) In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts, read together with the notes thereon, give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2009;

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.


Sd/-Nilesh M. Kapadia

PartnerMembership No.33697

Place: MumbaiDate : 30th June, 2009


Annexure to the Auditors’ Report

[Referred to in paragraph (3) of our report of even date to the members of Glodyne Technoserve Limited]

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details andsituation of fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management during the year at regularintervals. In our opinion, the periodicity of verification is reasonable having regard to the size of the Companyand the nature of its assets. As informed to us, no material discrepancies were noticed on such verification.

(c) Since no part of the fixed assets has been disposed off by the Company during the year, paragraph 4(i) (c)of the Order is not applicable.

(ii) (a) As informed to us, the inventories have been physically verified by the Management. In our opinion, thefrequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures adopted by theManagement for the physical verification of inventories are reasonable and adequate in relation to the sizeof the company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion and according to the information andexplanations given to us, the Company has maintained proper records of inventory and no materialdiscrepancies were noticed on physical verification of the stocks as compared to the book records.

(iii) (a) The Company has granted unsecured loans to four subsidiaries covered in the register maintained underSection 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7,507.37Lakhs and the year end balance of such loans was Rs. 4,530.94 Lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and otherterms and conditions for the loans mentioned in para (iii) (a) above, are prima facie not prejudicial to theinterest of the Company.

(c) Since the loans mentioned in para (iii) (a) above are without any fixed repayment schedule, the question ofexamining the regularity of repayment of the Principal amount and interest thereon, does not arise.

(d) For the same reasons given in para (iii) (c) above, the question of examining the overdue amount andcommenting on the reasonableness of the steps taken by the Company for the recovery of such loans doesnot arise.

(e) According to information and explanations given to us, the Company has, during the year taken unsecuredloan from a subsidiary covered in the register maintained under Section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs.86.28 Lakhs and the year end balance of such loanswas Rs.NIL.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and otherterms and conditions of the loan mentioned in para (iii) (e) above, were prima facie not prejudicial to theinterest of the Company.

(g) Since the loan mentioned in para (iii) (e) above was without any fixed repayment schedule and the samewas fully repaid during the year, the question of examining the regularity of repayment of the Principalamount and interest thereon, does not arise.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the Company and the nature of its business with regard to purchaseof inventory and fixed assets and for sale of goods and services. Further, on the basis of our examination of booksand records of the Company, and according to the information and explanations given to us, we have neither comeacross nor have been informed of any continuing failure to correct major weakness in the aforesaid internalcontrol system.

(v) (a) In our opinion and according to the information and explanations given to us, we are of the opinion that theparticulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have beenentered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of such contracts or arrangements exceeding the value of Rupees five lakhs during the year,have been made at prices which are reasonable having regard to the prevailing market prices at the relevanttime.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepteddeposits from the public during the year.


(vii) The Company has appointed a firm of Chartered Accountants to carry out its internal audit function. In our opinion,internal audit system is commensurate with its size and nature of its business.

(viii) According to the information and explanations given to us and to the best of our knowledge, the Central Governmenthas not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the CompaniesAct, 1956 for the products / services of the Company.

(ix) (a) According to the information and explanations given to us and according to the books and records examinedby us, in our opinion, the company has been generally regular in depositing with the appropriate authoritiesundisputed statutory dues including Provident Fund, Employee State Insurance, Value Added Tax, IncomeTax and other material statutory dues applicable to it except certain instances of delays were noticed.According to the information and explanations given to us, there are no undisputed amounts payable inrespect of such statutory dues which have remained outstanding as at 31st March, 2009 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues which have not been depositedon account of any dispute with the Statutory authorities, except Rs. 28.64 Lakhs and Rs. 26.69 Lakhs beingdisputed Income Tax demands for Assessment Year 2005-06 and Assessment Year 2006-07 respectively.Both these demands being contested by the Company in appeals pending before the Commissioner(Appeals).

(x) The Company neither has accumulated losses as at 31st March 2009 nor has it incurred any cash losses duringthe current financial year or in the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by management, we areof the opinion that the Company has not defaulted in repayment of its dues to any financial institution, bank ordebenture holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted anyloans and advances on the basis of security by way of pledge of share, debentures and other securities.

(xiii) In our opinion and according to the information and explanation given to us, the Company is not a chit fund or anidhi / mutual benefit fund /society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing ortrading in shares, securities, debentures and other Investments.

(xv) According to the information and explanations given to us, the Company has given guarantee to a bank in respectof a loan taken by one of its subsidiaries. In our opinion, the terms and conditions of the said guarantee is primafacie not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the Company has applied the termloans for the purpose for which such loans were obtained.

(xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of theCompany, in our opinion, there are no funds raised on a short term basis which have been used for long terminvestment.

(xviii) During the year under Audit, the Company has not made preferential allotment of shares to parties or companiescovered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us and the records examined by us, security or charge hasbeen created in respect of the debentures issued.

(xx) The company has not raised any money by public issue during the year. Accordingly clause 4(xx) of the Order is notapplicable.

(xxi) During the course of our examination of the books of account and records of the Company carried out in accordancewith the generally accepted auditing practices in India, we have not come across any instance of fraud on or by theCompany, noticed or reported during the year, nor have we been informed of such case by the Management.


Sd/-

Nilesh M. KapadiaPlace : Mumbai PartnerDate : 30th June, 2009 Membership No.33697

Annexure to the Auditors’ Report


(Rs. in Lakhs)

Particulars Schedule As at 31.03.2009 As at 31.03.2008

SOURCES OF FUNDSShareholders’ FundsShare Capital A 1,110.92 1,087.76Share Application monies (Pending Allotment) - 89.12Reserves and Surplus B 13,336.18 14,447.10 6,356.25 7,533.13Loan FundsSecured Loans C 6,657.31 996.17Unsecured Loans - 6,657.31 692.00 1,688.17Deferred Tax Liability 541.76 383.34

TOTAL 21,646.17 9,604.64APPLICATION OF FUNDSFixed Assets DGross Block 4,721.21 3,031.14Less:- Depreciation (1,274.64) (723.74)Net Block 3,446.57 2,307.40Capital Work in progress 78.26 3,524.83 206.20 2,513.60Investments E 3,628.55 839.32Current Assets, Loans & Advances FInventories 572.26 268.62Sundry Debtors 10,964.91 5,540.37Cash and Bank Balances 102.56 54.99Loans and Advances 6,009.58 1,641.74

17,649.31 7,505.72Current Liabilities and Provisions GCurrent Liabilities 1,088.86 769.88Provisions 2,067.66 484.12

3,156.52 1,254.00Net Current Assets 14,492.79 6,251.72

TOTAL 21,646.17 9,604.64

Significant Accounting policies andNotes to Accounts L

Balance Sheet as at 31st March, 2009






Profit & Loss Account for the year ended 31st March, 2009

(Rs. in Lakhs)

Particulars Schedule Year ended 31.03.2009 Year ended 31.03.2008

INCOMERevenue from Operations H 46,058.32 27,296.30Other Income I 1,018.79 80.30

TOTAL 47,077.11 27,376.60

EXPENDITUREOperating & Other expenses J 36,676.61 22,914.00Finance Charges K 670.20 237.86Depreciation / Amortisation D 550.90 344.36

TOTAL 37,897.71 23,496.22

Profit before Tax 9,179.40 3,880.38Less: Provision for TaxationCurrent Taxes (1,636.02) (335.21)[including short provision of Rs. 221.01 Lakhs(P.Y. 0.21 Lakhs)] for prior years]Fringe Benefit Tax (10.00) (8.50)Wealth Tax (0.04) -Deferred Taxes (158.42) (171.21)

Net Profit after Tax 7,374.92 3,365.46Balance brought forward 5,317.80 2,191.06Add: Change on account of transitional provision under AS-15 - 0.06Add: Transfer from Debenture Redemption Reserve - 42.00

Amount Available for Appropriation 12,692.72 5,598.58

Appropriation:Proposed Dividend 470.51 132.18Tax on Proposed Dividend 79.96 22.46Transfer to General Reserve 737.50 84.14Transferred to Debenture Redemption Reserve - 42.00Balance Carried to Balance Sheet 11,404.75 5,317.80

12,692.72 5,598.58

Significant Accounting policies andNotes to Accounts L

Earning per Share - Basic (Rs.) 66.83 30.94- Diluted (Rs.) 62.57 28.14

[refer Note B-17 of Schedule ‘L’]






(Rs. in Lakhs)

Particulars Year ended 31.03.2009 Year ended 31.03.2008Net Profit before Taxation and extraordinary items 9,179.40 3,880.38A. Cash Flow from Operating Activities :

Adjustment for :Depreciation /amortisation 550.90 344.36Interest and other Finance Charges 670.20 237.86Interest received (138.56) (80.29)Dividend received (0.002) (0.002)Foreign Exchange Fluctuation Loss / (Gain) [unrealised] (643.00) 89.07Sundry Balances written back (net) (4.86) 434.67 15.07 606.07Operating Profit before working capital changes 9,614.07 4,486.45Adjustment for :Decrease / (Increase) in Inventories (303.64) (102.22)Decrease / (Increase) in Trade & Other Receivables (5,738.73) (2,744.85)(Decrease) / Increase in Trade & Other Payables 323.71 (5,718.66) 117.07 (2,730.00)Cash generated from operations 3,895.41 1,756.45Taxes paid (including Fringe Benefit Tax) (571.94) (168.75)Net Cash Flow from Operating Activities 3,323.47 1,587.70

B. Cash Flow from Investing Activities :Interest received 138.56 80.29Dividend received 0.002 0.002Increase in Investments in subsidiaries (2,789.23) (44.12)Loans to Subsidiaries (3,296.83) (1,234.11)(Increase) / Decrease in fixed deposits 1.80 5.12(under lien with scheduled banks)Decrease in fixed assets - 0.03Increase in fixed assets & Capital Work-in Progress (1,562.13) (1,626.44)Net Cash from Investment Activities (7,507.82) (2,819.23)

C. Cash Flow from Financing Activities :Proceeds from Issue of Equity Shares(including Securities Premium) 89.51 -Share Application monies(Pending Allotment) - 89.12Proceeds/ (Repayment) of Secured loans (net) 5,661.15 (51.34)Proceeds/ (Repayment) of Unsecured loans (692.00) 692.00Interest and other Finance Charges (670.20) (237.86)Dividend paid (including Dividend Tax) (154.73) (152.24)Net Cash from Financing Activities 4,233.73 339.68Net (Decrease)/Increase in cash and cash equivalent 49.38 (891.85)Cash and cash equivalent at the beginning of the year 23.74 915.59Cash and cash equivalent at the end of year 73.12 23.74Fixed Deposits held by Scheduled banks under lien 29.44 31.25Cash and cash equivalent at the end of year 102.56 54.99(as per Schedule F)

Cash Flow Statement for the year ended 31st March, 2009

Note: Previous year figures have been regrouped, rearranged, recast wherever considered necessary.As per our report of even dateFor Nilesh M. Kapadia & Co. For and on behalf of the BoardChartered AccountantsNilesh M. Kapadia Annand Sarnaaik Ved Prakash Arya Avtar SainiPartner Chairman & Director DirectorMembership No.33697 Managing Director




Schedules forming part of the Accounts for the year ended 31st March, 2009

(Rs. in Lakhs)

Particulars As at 31.03.2009 As at 31.03.2008

SCHEDULE ‘A ’ - SHARE CAPITAL

AUTHORISED:

2,00,00,000 (1,50,00,000) Equity Shares of Rs. 10/- each 2,000.00 1,500.0050,00,000 (NIL) Preference Shares of Rs. 10/- each 500.00 -

2,500.00 1,500.00ISSUED, SUBSCRIBED AND PAID UP:1,11,09,223 (1,08,77,624) Equity Shares of 1,110.92 1,087.76Rs. 10 each fully paid up (refer note B-8 of Schedule ‘L’)Of the above:33,91,706 (33,91,706) Equity Shares ofRs. 10/- each were allotted as Bonus Sharesby way of capitalisation of General Reserve andbalance in Profit and Loss Account

SCHEDULE ‘B’ - RESERVES AND SURPLUS

(A) Securities PremiumOpening balance 846.05 846.05Additions during the year (refer note B-8 of Schedule ‘L’) 155.48 1,001.53 - 846.05Closing balance

(B) Debenture Redemption ReserveOpening Balance 42.00 42.00Less: Transferred to Profit and Loss Account - (42.00)

42.00 -Add:- Transferred from Profit & Loss Account - 42.00Closing balance 42.00 42.00(C) General Reserve

Opening Balance 150.40 66.26Add:- Transferred from Profit and Loss Account 737.50 887.90 84.14 150.40Closing balance

(D) Profit and Loss Account 11,404.75 5,317.80TOTAL 13,336.18 6,356.25

SCHEDULE ‘C’ - LOAN FUNDS

Secured Loans(refer Note B-9 of Schedule ‘L’)

From BanksCash Credit facilities & other working capital facilities 5,632.02 787.06Working Capital Term Loans 913.19 107.99Vehicle loans 70.10 6,615.31 17.12 912.17(Amount due within one year in respect of above loansRs.416.49 Lakhs (Rs.60.87 Lakhs)Debentures9% Secured Non-Convertible RedeemableDebentures issued to Wipro Limited 84.00 126.00Less: Redeemed during the year (42.00) 42.00 (42.00) 84.00Total Secured Loans 6,657.31 996.17Unecured LoansShort Term Unsecured Loan from a Scheduled Bank - 692.00

TOTAL 6,657.31 1,688.17


Schedules forming part of the Accounts for the year ended 31st March, 2009SC

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(Rs. in Lakhs)


SCHEDULE ‘E’ - INVESTMENTS

Long Term Investments (at Cost)Trade Investments ( Unquoted - Fully Paid Up)

(a) 25,20,000 (97,815) Equity Shares ofGlodyne Peoplepower Private Limited 354.60 200.41(formerly Intercon Management Services Private Limited)a Subsidiary Company[Face Value per share: Rs.10/-(Rs.100/-) each][Out of the above, 93,718 Equity Shares werereceived as Bonus]

(b) 45,97,600 (NIL) Equity Shares ofSmaarftech Technologies Private Limited 459.76 -A Subsidiary Company[Face Value per share: Rs.10/- each]

(c) 3,012 (3,012) Equity Shares ofGlodyne Technoserve Inc. USA 638.89 638.89A wholly owned subsidiary[total investment value USD 14,42,000 (USD 14,42,000)]

(d) 1,29,033 (NIL) Preferred Stock ofGlodyne Technoserve Inc. USA 2,175.29 -A wholly owned subsidiary[total investment value USD 53,76,390 (NIL)]

(e) 10 (10) Equity Shares of Glodyne TechnoserveSingapore Pte. Limited, Singapore 0.003 0.003A Wholly Owned Subsidiary[total investment value SGD 10 (SGD 10)]

(f) 100 (100) Equity Shares of Saraswat Co-operativeBank Ltd. 0.01 0.01[Face Value per share: Rs.10/- each]

TOTAL 3,628.55 839.32

SCHEDULE ‘F’ - CURRENT ASSETS, LOANS AND ADVANCES

CURRENT ASSETS

1. INVENTORIES(As taken, valued and certified by the Management)

Goods for ResaleComputer Equipments, Peripherals and Software 572.26 268.62

2. SUNDRY DEBTORS(Unsecured, Considered Good)Outstanding for over six months 1,170.30 304.90Others 9,794.61 10,964.91 5,235.47 5,540.37[including Rs.4,483.99 Lakhs (Rs. 2,458.14 Lakhs)due from Subsidiaries]

3. CASH AND BANK BALANCES- Cash on Hand 3.89 12.31Balances with Scheduled Banks(i) In Deposit Accounts 29.44 31.24

(held under lien by Scheduled banks)(ii) In Current Accounts 67.75 10.21(iii) In Dividend Account 1.48 102.56 1.23 54.99



(Rs. in Lakhs)


SCHEDULE ‘F’ (Contd.)

LOANS AND ADVANCES(Unsecured, considered good unless otherwise stated)(i) Loans and Advances to Subsidiaries 4,530.94 1,234.11(ii) Advance to Suppliers 935.66 8.83(iii) Advance to Staff 55.68 1.12(iv) Advances recoverable in cash or in kind or for 25.24 7.81

value to be received(v) Deposits 459.95 386.63

(including to Rs. 185 Lakhs (Rs. 185 Lakhs)to a subsidiary)

(vi) Other Current Assets 2.11 6,009.58 3.24 1,641.74

TOTAL 17,649.31 7,505.72

SCHEDULE ‘G’ - CURRENT LIABILITIES & PROVISIONS

CURRENT LIABILITIES :

(i) Sundry Creditors for goods, services and expenses- Due to Micro and Small Enterprises 0.08 -- Others 1,004.57 629.33

(refer Note B-15 of Schedule “L”)(ii) Dues to Subsidiaries 4.49 15.63(iii) Advances from Customers 2.97 88.18(iv) Unclaimed Dividend * 0.94 1.03

[*There are no amounts due and outstanding to becredited to Investor Education and Protection Fund]

(v) Other Liabilities 75.81 1,088.86 35.71 769.88

PROVISIONS :For Staff Retirement Benefits 25.79 21.15For Proposed Dividend 470.51 132.18For Tax On Dividend 79.96 22.46For Income Tax (including Fringe Benefit Tax)[net of relative payments, if any] 1,491.40 2,067.66 308.33 484.12

TOTAL 3,156.52 1,254.00

SCHEDULE ‘H’ - REVENUE FROM OPERATIONS

Technology IMS 37,037.81 19,274.21Software Services 9,020.51 8,022.09

TOTAL 46,058.32 27,296.30



(Rs. in Lakhs)

Particulars As at 31.03.2009 As at 31.03.2008SCHEDULE ‘I’ - OTHER INCOMEInterest received - Gross 138.56 80.29(including Rs.135.83 Lakhs (Rs.74.94 Lakhs from Subsidiaries)(Tax deducted at Sources Rs.23.77 Lakhs (Rs.0.86 Lakhs)Dividend 0.002 0.002Foreign Exchange Fluctuation Gain (net) 875.29 -Sundry Balances written back (net) 4.86 -Miscellaneous Income 0.07 0.006

TOTAL 1,018.79 80.30

SCHEDULE ‘J’ - OPERATING & OTHER EXPENSESMaterial Cost, Software Development, Contract &Service Charges 31,654.80 20,110.60Staff CostsSalaries, allowances, Incentives & Contractual payments 4,020.65 2,045.13Contribution to Statutory Funds 21.70 16.16Staff Welfare 15.57 9.60Staff Training & Recruitment 16.29 4,074.21 13.43 2,084.32

Directors’ RemunerationSalaries and allowances 117.41 87.86Contribution to Statutory Funds 2.59 4.00Sitting Fees 1.34 121.34 1.87 93.73Communication Costs 55.45 40.79Advertisement, Publicity and Business Promotion 15.55 15.39Legal & Professional Expenses 104.50 98.46Office Maintenance 18.20 26.93Travelling & Conveyance 156.82 127.25Electricity Charges 28.44 18.71Rent 331.57 98.88Insurance 4.35 1.35Auditors’ Remuneration 9.45 7.00Postage & Courier Charges 10.54 9.35Printing and Stationery 12.50 11.46Rates & Taxes 33.13 10.77Donations 0.11 0.78Vehicle Expenses 7.97 2.16Commission 24.63 0.24Brokerage 7.45 6.48Foreign Exchange Fluctuation Loss (net) - 119.77Membership & Subscription 2.63 3.12Sundry Balances Written off (net) - 15.07Miscellaneous Expenses 2.97 11.40

TOTAL 36,676.61 22,914.00

SCHEDULE ‘K’ - FINANCE CHARGESInterest on Debentures 7.24 11.01Interest to others 1.29 0.01Bank Interest 609.70 207.11Bank Charges and Commission 51.97 19.73

TOTAL 670.20 237.86



Significant Accounting Policies and Notes to Accounts

Schedule ‘L’: Significant Accounting Policies and Notes to Accounts

Company Overview:

Glodyne Technoserve Limited (‘the Company”) is engaged in Technology Infrastructure Management Services andApplication Software Services in India and Overseas. The Company has head quarters at Mumbai, India.

A. Significant Accounting Policies

(i) Basis of Accounting

The financial statements have been prepared in accordance with Indian Generally Accepted AccountingPrinciples (IGAAP) under the historical cost convention on accrual basis. The IGAAP comprises AccountingStandards notified under Companies Accounting Standards Rules, 2006 by the Central Government of Indiaunder Section 211(3C) of the Companies Act, 1956, various pronouncements of the Institute of CharteredAccountants of India, and the relevant provisions of the Companies Act, 1956 and guidelines issued by theSecurities and Exchange Board of India (SEBI).

Accounting policies have been consistently applied except where a newly issued Accounting Standard isinitially adopted or a revision to an existing Accounting Standard requires a change in the accounting policyhitherto in use. The Management evaluates all recently issued or revised Accounting Standards on anongoing basis.

(ii) Use of estimates

The preparation of financial statements in conformity with IGAAP requires management to make estimatesand assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosureof contingent liabilities on the date of financial statements. Examples of such estimates and assumptionsinclude useful lives of fixed assets and Intangible assets, taxes, provision for doubtful debts, anticipatedobligations under employee retirement plans, etc. The recognition, measurement, classification ordisclosures of an item or information in the financial statements have been made relying on these estimatesto a greater extent. Actual results could differ from those estimates.

(iii) Revenue Recognition

Direct revenue of the Company comprises the income from following principal activities:

i. Technology IMS – This represents Technology Integration and Management Services. TechnologyIntegration activities include resales and Integration of Hardware/ System Software/ Database Software/ Networking Products with or without one another. Revenue from Technology Integration is recognisedon delivery to the customer and acknowledgement thereof, in accordance with the terms of the individualcontracts. Management Services represents amount charged for Facility Management Services,Maintenance upkeep of Hardware / System Software/ Database Software / Networking Products.Revenue from Management Services is recognised over the life of the contracts. Maintenance revenueon expired contracts on which services have continued to be rendered is recognised on renewal ofcontract or on receipt of payment.

ii. Software Services - This represents charges for development of software for customer and sale oflicenses of software and other products. Revenue from Software services is recognised when thesoftware is developed and installed / delivered to the customers as per the terms of the contract.Revenue on sale of licenses of software and other products is recognised on delivery / installation, asthe case may be.

Indirect Revenue of the Company generally comprises the following items:

i. Interest Income - Interest Income is recognised based on time proportion and on gross basis.

ii. Dividend Income - Dividend Income is recognised on when the Company’s right to receivedividend is established.

(iv) Fixed assets, Intangible Assets, Capital Work-in Progress and Depreciation

i. All fixed assets are stated at cost less accumulated depreciation. For this purpose cost includespurchase price and all other attributable costs of bringing the assets to working condition for intendeduse.


ii. Intangible assets are stated at the consideration paid for purchase / acquisition less accumulatedamortization.

iii. Capital Work in Progress includes advances paid for acquiring fixed assets and cost of assets notready for intended use before the balance sheet date.

iv. Depreciation on all assets is provided pro-rata to the period of use, under straight-line method, atrates prescribed in Schedule XIV of the Companies Act, 1956. Intangible assets are amortised overtheir respective individual estimated useful lives (not exceeding five years) on a straight line basis,commencing from the date the asset is available for its intended use.

(v) Investments

Trade Investments are the investments made to enhance the Company’s business interest. Investmentsare either classified as Long term or Current based on the Management’s intention at the time of purchase.Investments that are readily realizable and intended to be held for not more than a year are classified asCurrent Investments. All other Investments are classified as Long Term Investments. Long Term Investmentsare stated at Cost. A provision for diminution in value is made to recognise a decline, other than temporary,in the value of long term investments. Current Investments, if any, are valued at lower of cost and netrealizable value.

(vi) Inventories

Inventories include stocks of Computer equipments, peripherals and traded software in respect ofInfrastructure Management Services of the Company and the same is valued at lower of cost (net of provisionfor obsolescence) or net realizable value. Cost is determined on First In First Out (FIFO) basis.

(vii) Foreign exchange transactions

Transactions in foreign currencies are generally recorded at the exchange rate prevailing on the date of thetransaction. Monetary items denominated in foreign currency and outstanding at the Balance Sheet date aretranslated at the exchange rate ruling on that date. Exchange differences on foreign exchange transactionsare recognised in the profit and loss account.

(viii) Accounting for Employee Benefits

Staff Costs and Directors’ Remuneration include Short term employee benefits such as Salaries, allowances,incentives, and short term compensated absences etc. It also includes company contributions towardsDefined Contribution plans and provisions for Defined Benefit plans.

(a) Short Term Employee Benefits

Short term employee benefits are recognised in the period during which the services are rendered.Provision for unused entitlements in respect of compensated absences is made for on the basis ofactuarial valuation made at the end of each financial year.

(b) Post Employment Benefits

(i) Provident Fund (PF) & Employees’ State Insurance Scheme (ESIC)- Defined Contribution Plans

Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 all eligibleemployees of the Company are entitled to receive benefits which is a Defined Contribution Plan.In addition, some employees of the Company are covered under ESIC Act, 1948, which is alsoa Defined Contribution Plan. Both these Plans are recognised and administered by theGovernment of India. Both the employees and the Company make monthly contributions tothese plans. The Company’s contributions to these schemes are recognised as expense in theProfit and Loss Account during the period in which the employee renders the related service.The Company has no further obligation under these plans beyond its monthly contributions.

(ii) Gratuity- a Defined Benefit Plan

The Company provides for Gratuity in accordance with the Payment of Gratuity Act, 1972, aDefined Benefit Plan. The plan, subject to the provisions of the above Act, provides for lump sumpayment to eligible employees at retirement, death, incapacitation or termination of employment,of an amount based on the respective employee’s salary and tenure of employment. Gratuity



liability is accrued and provided for on the basis of an actuarial valuation on Projected Unit CreditMethod made at the end of each financial year. Actuarial gains / losses are recognised immediatelyto the Profit and Loss Account.

(ix) Accounting for Taxes

Tax expense comprises of Current, Deferred and Fringe benefit tax. Provision for Current taxes and FringeBenefit Tax is made in accordance with the relevant provisions of the Income - tax Act, 1961.

Deferred tax resulting from “timing differences” between book and tax profits is accounted for using the taxrates and laws that have been enacted or substantively enacted as on the balance sheet date. Deferred taxassets are recognised and carried forward only if there is a virtual/ reasonable certainty that the assets willbe realised in future.

(x) Impairment

The carrying amounts of assets are reviewed at each balance sheet date to check any indication of impairmentbased on internal/external factors. Impairment Loss is recognised whenever the carrying amount of anasset is in excess of its recoverable amount. The Impairment Loss is recognised as an expense in theStatement of Profit and Loss and carrying amount of the asset is reduced to its recoverable value.

(xi) Employee Stock Options

(a) During the financial year, the Company has granted 49,510 (1,89,650) stock options to its employeesand employees of its subsidiary companies. In accordance with the Employee Stock Option Schemeand Employee Stock Purchase Scheme Guidelines, 1999 issued by the Securities and ExchangeBoard of India (“SEBI”), the Company has elected to use the “Intrinsic Value method” to account for thecompensation cost of stock options to employees. For the year ended 31st March 2009, the Companyhas been advised that there is no accounting impact in the books of account in respect of suchoptions. Had the Company adopted “Fair Value Method” for calculating the Compensation cost, thetotal accounting impact for the year would have been Rs.174.41 Lakhs (Rs.120.93 Lakhs) profits aftertax lower by Rs.174.41 Lakhs (Rs.120.93 Lakhs) and basic and diluted earnings per share wouldhave been lower by Rs.1.58 (Rs.1.11) and Rs. 1.52 (Rs.1.04) respectively.

(b) Summary of Stock Options:

Particulars 2008-09 2007-08No. of stock Weighted No. of stock Weighted

Options average Options averageexercise exercise

price price(Rs.) (Rs.)

Options outstanding at the beginning of 6,53,982 N.A. 4,81,190 75.67the yearOptions granted during the year 49,510 N.A. 1,89,650 251.10Options forfeited/lapsed/cancelled during the year NIL N.A. (16,858) 75.67Options exercised during the year (2,31,599) 74.69 (53,758) 75.67Options outstanding at the end of the year 4,71,893 N.A. 6,00,224 132.07Options vested but not exercised atthe end of the year 3,30,864 N.A. 1,86,024 N.A.

(c) Average share price on the date of exercise of the option:

Date of exercise Average Share Price on thedate of the exercise (Rs.)

10.06.2008 488.6318.09.2008 653.6819.03.2009 239.88



(d) Information in respect of Options outstanding as at 31st March 2009:

Exercise price Number of options Average remaining life68.10 1,30,828 6 months79.50 91,775 6 months89.95 10,130 1.5 years204.25 1,11,470 1.5 years317.90 78,180 1.5 years257.00 49,510 2.5 years

(e) The fair value of option granted on 20th November 2006, 6th March 2007, 28th March 2007, 27th September2007, 29th January 2008 and 30th October 2008 are Rs. 40.85, Rs. 38.05, Rs 42.79, Rs. 113.08,Rs. 186.22 and Rs.151.65 per share respectively.

(f) The fair value has been calculated using the Black Scholes Options Pricing Model and the significantassumptions made in this regard are as follows:

Particulars 20th 6th 28th 27th 29th 30th

November March March September January October2006 2007 2007 2007 2008 2008

Risk free interest 7.50% to 8.04% to 8.06% to 7.72% to 7.43% to 9.28% torate (Range) 7.55% 8.05% 8.10% 7.80% 7.45% 9.39%Expected life 6 months 6 months 6 months 1.5 years 1.5 years 2.5 yearsExpected volatility 60.78% 62.81% 62.94% 61.23% 64.47% 72.07%Expected dividend yield 1.46% 1.46% 1.46% 1.53% 1.53% 0.82%Exercise Price (Rs.) 68.10 79.50 89.95 204.25 317.90 257.00Stock Price as onthe date of grant (Rs.) 79.90 78.90 88.80 219.40 349.00 257.00

(xii) Provisions, Contingent Liabilities and Contingent Assets:

The Company recognises a provision when there is a present obligation as a result of a past event thatprobably requires outflow of resources, which can be reliably estimated. Disclosures for contingent liabilityis made, without a provision in books, when there is an obligation that may, but probably will not (in theopinion of the management), require outflow of resources. Contingent Assets are neither recognised nordisclosed in the financial statements.

(xiii) Earning per Share (EPS)

The earning considered in ascertaining the Company’s EPS comprises the net profit after tax. The numberof shares used in computing Basic EPS is the weighted average number of shares outstanding during theyear duly adjusted for additional shares issued during the year, if any.

The number of shares used in computing diluted EPS comprises the weighted average number of equityshares considered for deriving basic EPS, and also the weighted average number of equity shares thatcould have been issued on the conversion of all dilutive potential equity shares.

Dilutive potential equity shares are deemed to be converted as of the beginning of the period, unless issuedat a later date. The number of shares and potentially dilutive equity shares are adjusted for stock splits andbonus shares issued, if any.

(xiv) Cash and Cash equivalents

Cash and Cash equivalents in the balance sheet comprises cash at bank and in hand and short terminvestments with an original maturity of three months or less.

(xv) Cash Flow Statement

Cash Flows are reported using the indirect method, whereby net profits before tax is adjusted for the effectof transaction of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.The cash flows from regular revenue generating, investing and financing activities are segregated.



B. Notes to Accounts

1. Operating Leases:

a. The Company has various operating leases for office facilities and residential premises for employees,which are renewable on a periodic basis and cancelable at its option. Rental expense for operatingleases included in the income statements for the year is Rs. 331.57 Lakhs (Rs. 98.88 Lakhs).

b. Under these lease agreements, refundable interest free security deposits have been given by theCompany.

c. These agreements provide for

Provide for increase in rental during the tenure of lease agreementContain renewal clauseContain clause for restriction on sub-leasing

d. Future minimum lease payments under non-cancellable leases:(Rs. In Lakhs)

Particulars 2008-09 2007-08

Not later than one year 288.49 NILLater than one year but not more than five years 120.19 NILLater than five years NIL NIL

e. No asset has been acquired on Finance Lease during the year.

2. Earnings in foreign Currency:(Rs. In Lakhs)


Software Services 818.81 445.62Technology Infrastructure Management Services 7,890.51 3,327.54

Total 8,709.32 3,773.16

3. Value of Imports (C.I.F. Value)

(Rs. In Lakhs)Particulars 2008-09 2007-08Purchase of Hardware / Software NIL 19.96Purchase of Fixed Assets NIL 5.92

Total NIL 25.88

4. Expenditure in foreign Currency

(Rs. In Lakhs)Particulars 2008-09 2007-08Traveling Expenses 2.72 2.03

5. Particulars of dividend declared and paid to non-residents

(Rs. In Lakhs)Particulars 2008-09 2007-08

Number of Non-resident shareholders 25 79Number of shares held by them 9,479 51,739Dividend 0.11 0.62



6. Managerial Remuneration

(Rs. In Lakhs)Particulars 2008-09 2007-08

Salaries, Allowances etc. 117.41 87.86Contribution to Provident Fund 2.59 4.00

Total 120.00 91.86

The above does not include gratuity and leave encashment benefits as the provision for these are determinedfor the Company as a whole and therefore separate amount for the directors are not available. No commissionis paid to directors and hence computation of net profits under section 198 of the Companies Act is notapplicable.

7. Auditors’ Remuneration:

(Rs. In Lakhs)Particulars 2008-09 2007-08Audit fees 8.00 6.50Tax Audit fees 1.00 0.50Fees for Taxation matters 0.45 -

Total 9.45 7.00

8. During the year, Company has collected Rs. 23.16 Lakhs towards Equity Share Capital and Rs. 155.48Lakhs towards Securities premium, against allotment of 2,31,599 Equity shares pursuant to exercise ofoptions.

9. Securities in respect of Secured Loans:

i) Term loans from Banks / Institutions are secured by mortgage of certain immovable and movableproperties of the Company and personal guarantees of certain Directors. Cash credit facility is securedby the hypothecation of book debts and stocks. Vehicle loans are secured by hypothecation of relatedmotor vehicles.

ii) The company had issued 1,26,000, 9% Non Convertible Redeemable debentures of face value ofRs.100/- (date of allotment of Debentures: 28th February 2005 and date of creation of Debenture TrustDeed: 27th May 2005). The debentures are redeemable in three installments of Rs.42 Lakhs each atthe end of the third, fourth and fifth year respectively from the date of allotment. The debentures aresecured by a mortgage and second charge on the movable properties of the company, immovableproperty owned by the subsidiary company and Personal guarantees of certain Directors of the Company.During the year, the Company has redeemed Debentures amounting to Rs. 42 Lakhs (Rs.42 Lakhs).Outstanding Debentures amounting to Rs. 42 Lakhs (Rs.84 Lakhs) are due for redemption on orbefore 28th February, 2010.

10. The Deferred tax liability / asset as at 31st March 2009 comprises the following:

(Rs. In Lakhs)Particulars As at As at

31st March 2009 31st March 2008

Deferred Tax Liability on account of:

Depreciation 550.53 393.55

Deferred Tax Asset on account of:

Deferrals/ Disallowances under Income-Tax Act, 1961 (8.77) (10.21)

Net Deferred Tax Liability 541.76 383.34



11. Related Party Transactions:

As per Accounting Standard 18 on “Related Party Disclosures”, disclosures of transactions with relatedparties as defined therein are given below:

List of related parties with whom transactions have taken place and Relationship:

a) Subsidiary Companies-Country of Incorporation

i. Glodyne Peoplepower Private Limited (formerly Intercon Management Services Private Limited),India

ii. Smaarftech Technologies Private Limited, India

iii. Glodyne Technoserve Inc.-USA

iv. Glodyne Technoserve Singapore Pte Limited – Singapore

v. Glodyne Technoserve (East) Inc.-USA (Subsidiary of Glodyne Technoserve Inc.-USA )

vi. Front Office Technologies Inc.-USA (Subsidiary of Glodyne Technoserve Inc.-USA)

b) Key Management Personnel (“KMP”)

i. Mr. Annand Sarnaaik - Chairman & Managing Director

ii. Mrs. Divvyani A. Sarnaaik - Executive Director

c) Relatives of KMP

i. Mr. Nikhil Sarnaik-Brother of Mr. Annand Sarnaaikii. Dr. Archana Sangamnerkar-Sister of Mr. Annand Sarnaaikiii. Dr. Nitin Sangamnerkar-Brother-in-law of Mr. Annand Sarnaaikiv. Mr. N. G. Anil Kumar-Brother of Mrs. Divvyani A. Sarnaaikv. Mr. N. Lalith Kumar-Brother of Mrs. Divvyani A. Sarnaaik

Transactions with Related parties during the current financial year:(Rs. In Lakhs )

Transactions with Related Parties Subsidiary Key Management Relatives ofCompanies Personnel Key Management

Personnel

Managerial Remuneration N.A. 120.00 NIL(N.A.) (91.86) (NIL)

Loans and Advances given during the year 3,235.59 NIL NIL(Net) (1,234.11) (NIL) (NIL)

Loans and Advances received 85.00 NIL NILduring the year (NIL) (NIL) (NIL)

Investments in Subsidiaries during the year 2,789.23 N.A. N.A.(44.12) (N.A.) (N.A.)

Total Investments in Subsidiaries as 3,628.55 N.A. N.A.on Balance sheet date (839.32) (N.A.) (N.A.)

Sales 2,950.68 NIL NIL(3,071.57) (NIL) (NIL)

Interest received on Loans 135.83 NIL NIL(74.94) (NIL) (NIL)

Interest paid on Loans 1.28 NIL NIL(NIL) (NIL) (NIL)

Rent paid 1.08 NIL NIL(1.08) (NIL) (NIL)



(Rs. In Lakhs )Transactions with Related Parties Subsidiary Key Management Relatives of

Companies Personnel Key ManagementPersonnel

Dividend paid N.A. 84.72 3.95(N.A.) (70.60) (3.29)

Guarantees given by the Company 3,548.73 NIL NILIn respect of the loans taken by a (1,698.73) (NIL) (NIL)Subsidiary CompanyBalance Receivable / Payable 6,999.66 NIL NIL

(2,442.51) (NIL) (NIL)

Note: Previous year’s comparatives have been shown in Brackets below current financial year’s figures.

12. Sundry Debtors and Loans and Advances are unsecured but considered good, for which the company holdsno security other than personal security of respective parties.

13. In the opinion of the Board, Current assets, loans and advances are realizable at a value, which is at leastequal to the amount at which these are stated in the ordinary course of business and provision made for allknown and determined liabilities are adequate and not in excess of the amount stated.

14. During the financial year as the Company has not entered into Derivative transactions and hence thedisclosures regarding the same have not been made.

15. The following disclosures are made for the amounts due to the Micro and Small Enterprises:(Rs. In Lakhs)

Particulars 2008-2009 2007-2008(a) Principal amount and the interest due thereon remaining

unpaid to suppliers(i) Principal 0.08 NIL(ii) Interest due thereon NIL NIL

(b) (i) The Delayed payments of principal amount paid beyond the NIL NILappointed date during the entire accounting year

(ii) Interest actually paid under section 16 of the Micro,Small and NIL NILMedium Enterprises Development Act, 2006

(c) (i) Normal Interest accrued during the year, for all the delayed NIL NILpayments, as per the agreed terms

(ii) Normal Interest payable for the period of delay in making payment NIL NILas per the agreed terms

(d) (i) Total Interest accrued during the year NIL NIL(ii) Total Interest accrued during the year and remaining unpaid NIL NIL

The above information regarding Micro, Small and Medium Enterprises has been determined to the extentsuch parties have been identified on the basis of information available with the company. This has beenrelied upon by the Auditors.

16. During the financial year, Company has recognised following amounts in the financial statements:

a) Defined Contribution Plan:

Contributions to Defined Contribution plan, recognised as expense for the financial year are as under:

(Rs. In Lakhs )

Particulars 2008-2009 2007-08

Company’s Contribution to Provident Fund 22.07 12.81Company’s Contribution to Employees State Insurance Fund 2.22 3.35



b) Defined Benefit Plan:

Reconciliation of Opening and Closing balances of Defined Benefit Obligation:

(Rs. In Lakhs )


Defined Benefit Obligation at the beginning of the financial year 11.64 4.55Current Service Cost 3.91 1.57Interest Cost 1.24 0.49Actuarial (gain) / loss (1.59) 5.04Benefits Paid NIL NILDefined Benefit Obligation at the year end 15.21 11.64

(c) Expense recognised during the financial year under the head “Staff Cost”-Refer Schedule-J)

(Rs. In Lakhs )Particulars 2008-09 2007-08Current Service Cost 3.91 1.57Interest Cost 1.24 0.49Expected Return on Plan assets N.A. N.A.Actuarial (gain) / loss (1.59) 5.04Expense recognised in the Profit and Loss Account 3.56 7.10

(d) Actuarial Assumptions:

Particulars in respect ofGratuity (non-funded) 2008-09 2007-08Discount Rate (per annum) 7.75% 8.00%Expected Rate of Return on Plan assets (per annum) N.A. N.A.Salary Escalation (per annum) 5.00% 5.00%

The above information is as certified by the Actuary.

17. Earning per share (EPS)(Rs. In Lakhs )

Particulars Units Year ended Year ended31.03.09 31.03.08

Net profits attributable to shareholders (A) Rs. in Lakhs 7,374.92 3,365.46Add: Amortisation of Employee Compensation Cost(as per Intrinsic value method)recognised in the Accounts Rs. in Lakhs NIL NILLess: Amortisation of Employee Compensation Cost(as per Fair value method) not recognised in the Accounts Rs. in Lakhs (174.41) (120.93)Net profits as adjusted above (B) Rs. in Lakhs 7,200.50 3,244.52Weighted average number of equity shares outstandingduring the year (before adjusting the Dilutive potentialequity shares) (C) Nos. 1,10,35,948 1,08,77,624Number of Stock Options Outstanding as on the balancesheet date Nos. 4,71,893 6,53,982Number of Dilutive potential equity shares (D) Nos. 4,71,893 6,53,982Total number of Equity shares for Diluted EPS [(C)+(D)]=(E) Nos. 1,15,07,841 1,15,31,606Nominal Value of Equity Shares Rs. 10/- 10/-Basic EPS as reported [(A)/(C)] Rs. 66.83 30.94Basic EPS as adjusted [(B)/(C)] Rs. 65.25 29.83Diluted EPS as reported [(A)/(E)] Rs. 64.09 29.18Diluted EPS (as adjusted) [(B)/(E)] Rs. 62.57 28.14



18. Segment information:

As per Accounting Standard 17 on “Segment Reporting”, the Company has reported segment informationon consolidated basis including business conducted through its subsidiaries.

19. Disclosures as required under Clause 32 of the listing agreement relating to loans and advances in thenature of loans to subsidiaries:

Name of the Company Outstanding balance Maximum outstandingas on March 31, 2009 during the year

(Rs. in Lakhs) (Rs. in Lakhs)Glodyne Technoserve Inc. (Refer note below) 232.35 2,087.97Glodyne Technoserve Singapore Pte. Limited 2.93 2.93Glodyne Peoplepower Private Limited 431.25 1,552.06Smaarftech Technologies Private Limited 3,864.41 3,864.41

Note: Glodyne Technoserve Inc. has made the following investments in its subsidiaries:

No .of shares(a) Glodyne Technoserve (East) Inc.-U.S.A. 5,000(b) Front Office Technologies Inc.-U.S.A. 200

20. The Company has not exercised the option available under Notification No. G.S.R. 225(E) dated March 31,2009 issued by the Ministry of Corporate Affairs, optionally providing for a modification in the accounting ofcertain foreign currency items pursuant to AS-11 notified under section 211 (3C) of the Companies Act, 1956.Accordingly, the treatment in that respect continues to be in conformity with AS-11.

21. Information with regard to Purchases, Sales, Opening and Closing Stocks of Computer Equipments,Peripherals, Traded Software etc. in respect of Technology Infrastructure Management Services of theCompany:

(Rs. In Lakhs )Particulars Unit 2008-09 2007-08Opening Stock Nos. 130 268.62 210 166.40Purchases Nos. 9,390 8,644.04 7,650 5,459.26Sales Nos. 9,407 9,875.73 7,730 5,819.57Closing Stock Nos. 113 572.26 130 268.62

22. Contingent Liabilities and commitments not provided for:(Rs. In Lakhs )

As at 31.03.09 As at 31.03.08a. Unexpired Letters of Credit 95.53 86.88b. Guarantees issued by bankers against company’s 243.23 86.27

counter guarantee.c. Capital Commitments in respect of Capital-work-in-progress 150.00 90.00

(net of advances paid)d. Guarantees given by the company in respect of the loans 3,548.73 1,698.73

taken by a Subsidiary companyTotal 4,037.49 1,961.88

23. The Previous year’s figures have been regrouped, reclassified and recast wherever required. Figures inbracket indicate previous year’s figures.


As per our report of even dateFor Nilesh M. Kapadia & Co. For and on behalf of the BoardChartered AccountantsNilesh M. Kapadia Annand Sarnaaik Ved Prakash Arya Avtar SainiPartner Chairman & Director DirectorMembership No.33697 Managing Director




(Amt.In Lakhs)

Disclouser as Required Vide Part IV of Schedule VI of the Companies Act 1956

I. Registration Details

Registration No. 112281 State Code 11

Balance Sheet Date 31/03/2009

II. Capital Raised During the year

Public Issue Nil Right Issue Nil

Bonus Issue Nil Private Placement Nil

III. Position of Mobilisation and Deployment of funds

Total Liabilities 21,646.17 Total Assets 21,646.17

Sources of Funds

Paid-up Capital 1,110.92 Reserves & Surplus 13,336.18

Secured Loan 6,657.31 Unsecured Loan Nil

Deffered Tax Liability 541.76

Application of Funds

Net Fixed Assets 3,524.83 Investment 3,628.55

Net Current Assets 14,492.79

Misc.Expenses -

Accumulated Losses Nil

IV. Performance of Company

Turnover 46,058.32 Total Expenditure 37,897.71

Profit/Loss Before Tax 9,179.40 Profit/Loss after Tax 7,374.92

Earning Per Share in Rs. 66.83 Dividend Rate 42%

V. Generic Name of Princiapal Products/Services of Company

Item Code No.(ITC Code)

Product Description Information Technology

Balance Sheet Abstract and Company’s General Business Profile

As per our report of even dateFor Nilesh M. Kapadia & Co. For and on behalf of the BoardChartered AccountantsNilesh M. Kapadia Annand Sarnaaik Ved Prakash Arya Avtar SainiPartner Chairman & Director DirectorMembership No.33697 Managing Director




Rs. In Lakhs

Particulars Smaarftech Intercon Glodyne Glodyne Front Office GlodyneTechnologies Management Technoserve Technoserve Technologies Technoserve

Private Services Inc. East Inc. Inc. SingaporeLimited Private Pte. Ltd.

Limited

The Company’s interest inthe subsidiary as onMarch 31, 2009:

1) No. of Shares (Equity) 45,97,600 25,20,000 3012 5000 200 10

2) Face Value Rs. 10/- Rs. 10/- USD 0.001 - - SGD 1 (Rs.100)

3) Extent of Holding 99.95 60.00 100% 100% 100% 100%

Net Aggregate Profit/(Loss)of the subsidiary Companyso far as it concerns themembers of the Companyfor the financial year ended31.3.2009:

1) Not dealt with in the - 9.69 174.45 132.98 107.71 -books of accounts ofthe Holding Company

2) Dealt with in the books Nil Nil Nil Nil Nil Nilof accounts of theHolding Company

Net Aggregate Profit /(Loss)of the subsidiary Companyso far as it concerns themembers of the Companyfor the previous financialyears since it became thesubsidiary:

1) Not dealt with in the -. 30.09 365.45 963.79 239.16 Nilbooks of accounts ofthe Holding Company

2) Dealt with in the books Nil Nil Nil Nil Nil Nilof accounts of theHolding Company

For and On Behalf of the Board

Sd/-

Annand SarnaaikChairman & Managing Director

Place : MumbaiDate : June 30, 2009

Statement regarding subsidiary companies pursuant to Section 212 of theCompanies Act, 1956


Notes

Mr. Annand Sarnaaik

Mrs. Divvyani A. Sarnaaik

Mr. Ved Prakash Arya

Mr. Dhiren B. Kothary

Mr. Avtar Saini

Mr. Y. Krishanamurthy

Board Of Directors

Chairman & Managing Director

Executive Director

Director

Director

Director

Director

Company Secretary

Mr. Amit Jaste

Bankers

HDFC BankHSBC BankABN AMRO Bank NV.Standard Chartered Bank

C-03, Ground Floor, Fortune 2000, Bandra Kurla Complex,Bandra (East), Mumbai - 400 051.

Tel :022 - 66963333 Fax:022 - 66963344

Bangalore207 & 208 - Raheja Chambers, Museum Road,Bangalore - 560001.

Delhith

15 Floor, Atma Ram House No.1, Tolstoy Marg,New Delhi-110001.

Registered Office

Pune 1091/2, First Floor Datta Niwas, Deep Bungalow Chowk Model Colony, Pune - 411 016.

Corporate Office

Auditors

Nilesh M. Kapadia & Co., Chartered AccountantsMumbai

Support Center

53/2476, Radheshyam Building, Opp. MIG Club, Gandhi Nagar,Bandra (East), Mumbai - 400 051.

Tech Center

A3 - 215, Sector 1, Millennium Business Park, Mahape, Navi Mumbai - 400709.

Mumbai 801, Balarama Building, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.

Subsidiaries

Glodyne Technoserve Inc.2700, Augustine Drive, Suite 190, Santa Clara, California 95054.

Smaarftech Technologies Pvt. LimitedPlot 538, A G Palace, East Boring Canal Road, Patna - 800001.

Corporate InformationCorporate Information

Email : [email protected] | [email protected] Website : www.glodynetechnoserve.in

Branch Offices

Innovati tsv he Insig

Glodyne Technoserve Limited

C-03, Ground Floor, Fortune 2000, Bandra Kurla Complex,

Bandra (East), Mumbai - 400 051.

Tel :022 - 66963333 Fax:022 - 66963344

Website : www.glodynetechnoserve.in

SA

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vt. L

td. Tel.: 40741000

Documents

Goldysne Tech No Serve Annual Report 08-09